Bill Text: NY A08126 | 2019-2020 | General Assembly | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Establishes the "Gateway Development Commission Act" which enables such commission to facilitate a passenger rail project between Penn Station, Newark, New Jersey and Penn Station, New York, New York.
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Passed) 2019-07-22 - signed chap.108 [A08126 Detail]
Download: New_York-2019-A08126-Introduced.html
Bill Title: Establishes the "Gateway Development Commission Act" which enables such commission to facilitate a passenger rail project between Penn Station, Newark, New Jersey and Penn Station, New York, New York.
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Passed) 2019-07-22 - signed chap.108 [A08126 Detail]
Download: New_York-2019-A08126-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 8126 2019-2020 Regular Sessions IN ASSEMBLY June 3, 2019 ___________ Introduced by M. of A. PAULIN -- read once and referred to the Committee on Corporations, Authorities and Commissions AN ACT establishing the "Gateway Development Commission Act"; and to amend the civil service law and the transportation law, in relation to facilitating the creation of the gateway development commission The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. Short title. This act shall be known and may be cited as 2 the "Gateway Development Commission Act". 3 § 2. Gateway Development Commission. 1.(a) Legislative findings and 4 intent. The legislature finds and declares: that the states of New 5 Jersey and New York and their respective citizens share a common inter- 6 est to preserve the functionality and strengthen the resiliency of long- 7 distance and commuter rail infrastructure between New Jersey and New 8 York, including passenger rail infrastructure owned, controlled or 9 utilized by the National Railroad Passenger Corporation, also known as 10 "Amtrak"; that the two states and their respective citizens share the 11 benefits of the existing interstate passenger rail infrastructure 12 between the two states, including the existing North River tunnel; that 13 interstate passenger rail service and infrastructure is vital to the 14 economies of New Jersey and New York; that, because of the passage of 15 time and damage caused by natural disasters, both states recognize the 16 existing interstate passenger rail infrastructure, including the exist- 17 ing North River tunnel, is at risk of system failures that could result 18 in prolonged service disruptions that would severely damage the econo- 19 mies of the two states and many other portions of the economy of the 20 northeast corridor; that both states recognize the urgent need to under- 21 take projects necessary to create additional passenger rail capacity 22 under the Hudson River, rehabilitate passenger rail infrastructure, 23 maintain current levels of long-distance and commuter rail service 24 between the two states and provide additional reliability, safety and EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD13164-01-9A. 8126 2 1 security; that the citizens of both states will share the benefits of 2 expanded capacity and rehabilitated passenger rail infrastructure 3 between the two states; and that there has been a long history of coop- 4 eration among state and local governmental entities, Amtrak and various 5 private organizations and individuals in the two states to ensure the 6 preservation of a variety of passenger rail service options. 7 (b) The legislature therefore determines that the state of New Jersey 8 and the state of New York shall equally divide the financial burdens 9 that constitute the local share of the total costs of the Gateway 10 Program, with 50 percent of the local share to be paid by each state, 11 and further determines that there is a need to endorse and formalize 12 that bi-state cooperative effort to help ensure that the functionality 13 of long-distance and commuter rail infrastructure between New Jersey and 14 New York and throughout the northeast corridor is preserved and main- 15 tained for the benefit of the economies of New Jersey and New York and 16 for the well-being of present and future generations of citizens in both 17 states; and that the creation of a bi-state commission that shall be a 18 body corporate and politic established by the states of New Jersey and 19 New York, acting in the public interest and exercising essential govern- 20 mental functions, is an appropriate means to accomplish these very 21 important goals and is not intended to impair, limit, diminish, or 22 otherwise affect any right, power, or jurisdiction of the United States 23 of America or any department, branch, agency, court, bureau, or other 24 instrumentality thereof with respect to any matter, or grant or confer 25 any right or power on such bi-state commission, or any officer or trus- 26 tee thereof, to regulate commerce between the states. 27 (c) It is the intention of the legislature that the commission consti- 28 tutes an institution which has been established by the states to effec- 29 tuate a public purpose and is therefore eligible to apply for financial 30 assistance from the United States government, including the agencies 31 thereof. 32 2. Definitions. Except where different meanings are expressly speci- 33 fied in subsequent provisions of this section, the following terms shall 34 have the following meanings: 35 (a) "Act" means the Gateway Development Commission act. 36 (b) "Amtrak" means the National Railroad Passenger Corporation, a 37 corporation organized under 49 U.S.C. § 24101 et. Seq. and the laws of 38 the District of Columbia. 39 (c) "Board" means the board of commissioners of the commission. 40 (d) "Commission" means the gateway development commission which is 41 established pursuant to this act. 42 (e) "Committee" or "committees" means any standing committee estab- 43 lished by the board tasked with, including, but not limited to, the 44 audit responsibility, governance responsibility, and finance responsi- 45 bility required to be established pursuant to this act. 46 (f) "Facilitate" or "facilitation" means the planning, designing, 47 construction, reconstruction, replacement, approval of works, rehabili- 48 tation, repair, alteration, improvement, extension, and management of 49 matters directly associated with the Gateway Program. 50 (g) "Full Funding" means the sum of commitments to fund, from sources 51 deemed by the commission to be creditworthy, plus commission cash-on- 52 hand, plus such other sources of funding deemed certain to be available 53 as and when required, found by the commission to be sufficient to facil- 54 itate the Gateway Program. 55 (h) "Gateway Program" means a series of passenger rail transportation 56 projects between Penn Station, Newark, New Jersey and Penn Station, NewA. 8126 3 1 York, New York that consists of the following component projects: the 2 Hudson Tunnel project; the Portal North Bridge project; the Portal South 3 Bridge project; the Hudson Yards right-of-way preservation project; the 4 Sawtooth Bridge replacement project; the Moynihan Station construction 5 and Penn Station rehabilitation project; the Secaucus Loop project; the 6 Secaucus Junction renovation and expansion project; and the Penn Station 7 South project. 8 (i) "Hudson Tunnel project" means a project to construct a new two- 9 track Hudson River rail tunnel from New Jersey to Manhattan that will 10 directly serve Penn Station New York and to rehabilitate the existing 11 North River Tunnel. 12 (j) "Hudson Yards right-of-way preservation project" means a project 13 to preserve the right-of-way under the Hudson Yards in Manhattan through 14 the construction of two underground tubes to connect the new two-track 15 Hudson River rail tunnel with existing rail infrastructure at Penn 16 Station New York and new rail infrastructure associated with the Penn 17 Station South project. 18 (k) "Meeting" means any gathering, whether corporeal or by means of 19 communication equipment, which is attended by, or open to, the board, 20 held with the intent, on the part of the commissioners present, to act 21 as a unit upon the specific public business of the commission. "Meeting" 22 does not mean a gathering (i) attended by less than a quorum of commis- 23 sioners; (ii) in which the board is engaged in ordinary course super- 24 vision of commission staff; (iii) in which consideration of commission 25 business matters are informally discussed without the intent or effect 26 of effectuating any action of the commission; or (iv) a convention or 27 similar gathering. 28 (l) "Moynihan Station construction and Penn Station rehabilitation 29 project" means a project to convert the James A. Farley Post Office 30 building in Manhattan to a train station and to connect the newly 31 converted train station to New York Penn Station, in conjunction with 32 renovations to the rail infrastructure at New York Penn Station. 33 (m) "News media" means persons representing major wire services, tele- 34 vision news services, radio news services, and newspapers, whether 35 located in the state of New York or New Jersey or any other state. 36 (n) "Penn Station South project" means a project to construct a new 37 train station south of the existing New York Penn Station that connects 38 to New York Penn Station and accommodates additional rail capacity into 39 Manhattan from New Jersey. 40 (o) "Portal North Bridge project" means a project to replace the 41 existing Portal Bridge over the Hackensack River between Secaucus and 42 Kearny, New Jersey with a new, high-level, two-track fixed rail bridge. 43 (p) "Portal South Bridge project" means a project to construct a new, 44 high-level, two-track fixed rail bridge over the Hackensack River 45 between Secaucus and Kearny, New Jersey at a location south of the 46 Portal North Bridge. 47 (q) "Public business" means matters which relate in any way, directly 48 or indirectly, to the performance of the functions of the commission or 49 the conduct of its business. 50 (r) "Sawtooth Bridge replacement project" means a project to replace 51 the two-track rail bridges carrying the Northeast Corridor line at a 52 location northeast of Kearny Junction where the Northeast Corridor line 53 intersects with the Newark Turnpike and Belleville Turnpike with new 54 four-track rail bridges and to replace the existing Sawtooth Bridge with 55 a new four-track rail bridge.A. 8126 4 1 (s) "Secaucus Loop project" means a project to construct new rail 2 infrastructure near Secaucus Junction to connect the New Jersey Transit 3 Corporation's Main-Bergen County Line and Pascack Valley Line and the 4 Metro-North Commuter Railroad's Port Jervis Line with the Northeast 5 Corridor Line. 6 (t) "Secaucus Junction renovation and expansion project" means a 7 project to construct two additional tracks along the land-based portions 8 of the Northeast Corridor line from Newark, New Jersey to Manhattan and 9 to expand the tracks and platforms at Secaucus Junction to accommodate 10 additional rail traffic that is anticipated as a result of other compo- 11 nent projects of the Gateway Program. 12 3. Creation of the commission; purposes. (a) There is hereby created 13 the Gateway Development Commission, a body corporate and politic estab- 14 lished by the states of New Jersey and New York, which shall be deemed 15 to be acting in the public interest and exercising essential government 16 functions in taking action hereunder and which shall be a public author- 17 ity and a government sponsored authority. The purposes of the commission 18 shall include the following: 19 (1) facilitate the Gateway Program; 20 (2) serve the mutual interests of the state of New Jersey, the state 21 of New York and Amtrak by coordinating governmental entities, Amtrak and 22 private entities providing assistance to the Gateway Program or other- 23 wise regulating the Gateway Program, with a view to achieving full fund- 24 ing, and encourage and enable such parties to participate in the facili- 25 tation of the Gateway Program; 26 (3) act as a lead agency for the facilitation of the Gateway Program 27 and to act as the recipient of all Gateway Program funds and as the 28 project lead for all component projects of the Gateway Program, unless 29 one of the other partner agencies or entities is designated as the 30 project sponsor. The commission is hereby intended to qualify for, 31 authorized, and empowered to apply for and accept, financial assistance, 32 loans, grants or any other funding for such purposes under federal, 33 state or local laws, and to make application directly to the appropriate 34 officials or agencies for the application for and receipt of federal, 35 state or local assistance, loans, grants or any other funding in aid of 36 any of the purposes of this act; 37 (4) pursue efforts to assist federal or state agencies and other enti- 38 ties to fulfill their goals set forth in federal law or the laws of the 39 state of New York or the state of New Jersey to further passenger rail 40 transportation between the states, including 49 U.S.C. s.24901, et seq.; 41 and 42 (5) take any and all actions authorized by this act which are or may 43 be necessary or appropriate to constitute and maintain itself as an 44 applicant eligible to qualify to apply for and be awarded financial 45 assistance, loans, grants or other funding as may be available for the 46 Gateway Program, including that awarded by federal, state and local 47 governments and the agencies thereof. 48 (b) Officers. The officers of the commission shall be a chairperson, a 49 vice chairperson, a chief executive officer, a general counsel, a chief 50 financial officer, a chief ethics and compliance officer, an inspector 51 general, a treasurer, a comptroller, and a secretary. Each officer shall 52 be selected by the board of commissioners. 53 4. Board of commissioners. (a) The commission shall consist of nine 54 commissioners, three resident voters from the state of New York, three 55 resident voters from the state of New Jersey, and three individuals 56 appointed directly by the Amtrak board of directors. The commissionersA. 8126 5 1 appointed by Amtrak shall serve to represent Amtrak's interest, as 2 owner-operator of the northeast corridor, in the work to be undertaken 3 by the commission. The New York commissioners shall be chosen by the 4 state of New York and the New Jersey commissioners shall be chosen by 5 the state of New Jersey in the manner and for the terms fixed and deter- 6 mined from time to time by the legislature of each state respectively. 7 Any commissioner appointed to the board shall have experience in one or 8 more of the following areas: transportation, public administration, 9 business management, finance, accounting, law, engineering, land use, 10 urban and regional planning, management of large capital projects, labor 11 relations, or have experience in some other area of activity central to 12 the mission of the commission. 13 (b) Commissioners shall serve without compensation, but the commission 14 may, within the limits of funds appropriated or otherwise made available 15 to it, reimburse commissioners for actual expenses necessarily incurred 16 in the discharge of their official duties. 17 (c) The commissioners from the state of New Jersey and the commission- 18 ers from the state of New York shall be indemnified by the state of New 19 Jersey and the state of New York, respectively, to the same extent as 20 such state indemnifies a public officer for any claim or judgment aris- 21 ing out of such public officer's official duties. 22 (d) Each commissioner may be removed or suspended from office as 23 provided by the law of the state from which that commissioner is 24 appointed. 25 (e) No commissioner, including the chairperson, shall serve as the 26 commission's chief executive officer, general counsel, chief financial 27 officer, chief ethics and compliance officer, inspector general, comp- 28 troller, or secretary, or hold any other equivalent position while serv- 29 ing as a commissioner. 30 (f) Oath of office. The commissioners shall promulgate a commission- 31 er's oath of office in consultation with the chief ethics and compliance 32 officer. Each commissioner and officer shall, before entering upon the 33 duties of his or her office, take and subscribe the constitutional oath 34 of office. The oaths of office shall be filed in the office of the 35 commission. No person shall be eligible for appointment or shall hold 36 the office of commissioner or be appointed to, or hold, any office or 37 position under the commission, who holds any official relation to any 38 person or corporation related to the mission of the commission, or who 39 owns stocks or bonds of any such corporation. 40 (g) Commissioner statement. At the time that a commissioner takes and 41 subscribes the commissioner's oath of office, the commissioner shall 42 execute a statement declaring that the commissioner understands the 43 commissioner's independence and fiduciary obligation to perform duties 44 and responsibilities to the best of the commissioner's abilities, in 45 good faith and with proper diligence and care which an ordinarily 46 prudent person in like position would use under similar circumstances 47 and may take into consideration the views and policies of any elected 48 officials or bodies and ultimately apply independent judgment in the 49 best interest of the commission, its mission, and the public, consistent 50 with this enabling statute, mission, and by laws of the commission and 51 the applicable laws of both states; and that the fiduciary duty to the 52 commission is derived from and governed by its mission. 53 (h) Board training. Individuals appointed to the board of commission- 54 ers shall participate in training approved by the chief ethics and 55 compliance officer in consultation with the inspector general of the 56 commission regarding their legal, fiduciary, financial and ethicalA. 8126 6 1 responsibilities as commissioners of the commission within six months of 2 appointment to the commission. The commissioners shall participate in 3 continuing training as may be required to remain informed of best prac- 4 tices, regulatory and statutory changes relating to the effective over- 5 sight of the management and financial activities of commissions or 6 public authorities and adhere to the highest standards of responsible 7 governance. 8 (i) Recusals. (i) A commissioner shall not vote on or participate in 9 any board or committee discussions or decisions with respect to an item 10 if the commissioner, a member of the commissioner's immediate family, or 11 a business in which the commissioner has an interest, has a direct or 12 indirect financial involvement that may reasonably be expected to impair 13 the commissioner's objectivity or independent judgment or that may 14 reasonably create the appearance of impropriety. A commissioner shall 15 report such a need for recusal to the general counsel when it arises. 16 The public shall be informed of any recusals prior to any board action 17 and the minutes shall clearly reflect that recusal. (ii) For the 18 purposes of this subdivision: (1) "immediate family" means a spouse, 19 parent, child, or sibling; and (2) "interest" means if the business 20 organization is a partnership, the board member or board member's imme- 21 diate family is a partner or owner of ten percent or more of the assets 22 of the partnership, or if the business organization is a corporation, 23 the board member or the board member's immediate family owns or controls 24 ten percent or more of the stock of the corporation, or serves as a 25 director or officer of the corporation. 26 (j) (i) Notwithstanding any other provision of law to the contrary, 27 the commissioners, officers, and employees of the commission shall file 28 annual financial disclosure statements as provided in this section. 29 (ii) (1) The commissioners appointed by the state of New York shall 30 file annual financial disclosure statements pursuant to section 73-a of 31 the public officers law. 32 (2) The commissioners appointed by the state of New Jersey shall file 33 annual financial disclosure statements as required by New Jersey state 34 law or executive order. 35 (3) In addition to the financial disclosures required of the commis- 36 sioners, financial disclosures of employees shall, at a minimum, be 37 required of the chief executive officer, the general counsel, the comp- 38 troller, the treasurer, and the inspector general, employees who hold 39 policy-making positions as determined by the general counsel of the 40 commission, and employees whose base salary, either in the current or 41 previous year, exceeds $150,000, which shall be adjusted for inflation 42 annually in accordance with the consumer price index for all urban wage 43 earners and clerical workers (CPI-W) as calculated by the federal 44 government. The financial disclosures shall be updated not less than 45 annually and shall be made available on the commission's website. 46 5. Organization of the commission; meetings. (a) The chairperson of 47 the commission shall serve from among the commissioners appointed by the 48 state of New Jersey and the commissioners appointed by the state of New 49 York. The initial chairperson shall be one of the commissioners 50 appointed by the state of New York and shall serve a one-year term. 51 Following the initial one-year term, the chairperson shall be one of the 52 commissioners appointed by the state of New Jersey. Thereafter, the 53 chairpersonship shall alternate between commissioners from each state 54 with each chairperson serving for a one-year term. The commissioner who 55 shall serve as chairperson from each state shall be decided in accord- 56 ance with the laws of each respective state. One of the commissionersA. 8126 7 1 appointed by Amtrak shall serve as vice chairperson, at the discretion 2 of the Amtrak board of directors. 3 (b) The commission shall meet regularly as it may determine. Meetings 4 shall be held at such times and places as the chairperson of the commis- 5 sion deems appropriate. To the maximum extent practicable, meetings 6 shall be held on an alternating basis in New Jersey and New York. 7 (c) The powers of the commission may be exercised by the commissioners 8 at a meeting duly noticed and held where a majority of commissioners are 9 present. Each party to the commission may cast one collective vote on 10 any motion, resolution, or other action of the board. The commissioners 11 appointed by the state of New York shall cast one collective vote in a 12 manner determined by the laws of the state of New York. The commission- 13 ers appointed by the state of New Jersey shall cast one collective vote 14 in a manner determined by the laws of the state of New Jersey. The 15 commissioners appointed by the board of directors of Amtrak shall cast 16 one collective vote in a manner determined by the Amtrak board of direc- 17 tors. Action may be taken and motions and resolutions adopted by the 18 commission at any meeting thereof only through the unanimous affirmative 19 vote of each party to the commission. Each state reserves the right to 20 provide by law for the exercise of a veto power by the governor thereof 21 over any action of any commissioner appointed therefrom. The commission- 22 ers shall adopt bylaws providing for attendance protocols, voting proce- 23 dures, and other matters related to the conduct of business by the 24 commission. 25 (d) Board committees. (i) The board of commissioners shall establish 26 a committee structure that shall include, but need not be limited to, 27 the following responsibilities: 28 (1) a governance responsibility to be assigned to a committee 29 comprised of not fewer than three commissioners who shall possess the 30 necessary skills to undertake the governance duties and functions. Such 31 committee shall be comprised of not fewer than one commissioner 32 appointed by each appointing party. It shall be the responsibility of 33 the members of this committee to: keep the board informed of current 34 best governance practices; review corporate governance trends; update 35 the commission's corporate governance principles; examine ethical and 36 conflict of interest issues; perform board self-evaluations; investigate 37 term limits, reappointments, and board responsibilities; develop by laws 38 which include rules and procedures for the conduct of board business; 39 and advise the commission on the skills and experiences required of 40 potential commissioners; 41 (2) an audit responsibility to be assigned to a committee comprised of 42 not fewer than three commissioners and who shall possess the necessary 43 skills to undertake the audit duties and functions. Such committee shall 44 be comprised of not fewer than one commissioner appointed by each 45 appointing party. It shall be the responsibility of the members of this 46 committee to: recommend to the board the hiring of an independent firm 47 of certified public accountants to audit the financial statements of the 48 commission; establish the compensation to be paid to the accounting 49 firm; and provide direct oversight of the annual independent financial 50 audit performed by the accounting firm hired for auditing purposes. 51 Members of this committee shall be familiar with corporate financial and 52 accounting practices and shall be financially literate about applicable 53 financial laws, rules, regulations, and standard industry practices; and 54 (3) a finance responsibility to be assigned to a committee comprised 55 of not fewer than three commissioners and who shall possess the neces- 56 sary skills to undertake the finance duties and functions. Such commit-A. 8126 8 1 tee shall be comprised of not fewer than one commissioner appointed by 2 each appointing party. It shall be the responsibility of the members of 3 this committee to oversee and approve the issuance of debt that the 4 commission or its subsidiaries issue. 5 (ii) Every committee established by the board of commissioners shall 6 promulgate a written charter to be approved by the board. Each charter 7 promulgated in accordance with this subparagraph shall be made available 8 to the public and posted on the commission's website. 9 (e) The commission may request the assistance and services of such 10 employees and agents as it may require and as may be made available to 11 it for the purpose of carrying out its duties under this act, which 12 agents may include private consultants and persons employed by or acting 13 as a consultant for the federal government, the state of New Jersey, any 14 local government thereof, the state of New York, any local government 15 thereof, any agency, instrumentality, department, commission or authori- 16 ty of any one or more of the foregoing, any bi-state agency, or of 17 Amtrak, and each such government and enumerated party is authorized to 18 provide any such assistance and services to the commission. 19 (f) The commission may, within the limits of funds appropriated or 20 otherwise made available to it for those purposes, employ such profes- 21 sional, technical, clerical staff and consultants and incur such 22 expenses as it may deem necessary or appropriate in order to perform its 23 duties. 24 (g) The commission shall adopt and promulgate appropriate bylaws, 25 rules and regulations concerning the right of the public to be present 26 at meetings of the commission and to obtain records of the commission's 27 activities or public business. Any rules or regulations adopted here- 28 under shall become a part of the minutes of the commission and be posted 29 on its website. 30 (h) The commission shall: 31 (i) adopt a mission statement that the commission's mission is to 32 serve the mutual interests of the state of New Jersey, the state of New 33 York and Amtrak by facilitating the Gateway Program; 34 (ii) adopt a code of conduct applicable to commissioners, employees, 35 and vendors and other contractors with the commission based upon the 36 recommendations of the chief ethics and compliance officer that shall, 37 at a minimum, include the applicable standards established by law in 38 each state; 39 (iii) establish a whistleblower access and assistance program protect- 40 ing employees from retaliation for disclosing information concerning 41 acts of wrongdoing, misconduct, malfeasance, or other inappropriate 42 conduct based upon the recommendations of the chief ethics and compli- 43 ance officer; 44 (iv) establish a policy requiring all commissioners, officers, and 45 employees with decision-making authority to maintain records regarding 46 contact with lobbyists. As used in this subparagraph: (1) "contact" 47 means any conversation, in person or by telephonic or other electronic 48 means, or correspondence between any lobbyist engaged in the act of 49 lobbying and any person within the commission who can make or influence 50 a decision on the subject of the lobbying on the behalf of the commis- 51 sion, and shall include, at a minimum, all members of the board of 52 commissioners and all officers of the commission, (2) "lobbyist" shall 53 have the same meaning as defined in the laws, rules or regulations of 54 either state, and (3) "lobbying" shall mean and include any attempt to 55 influence: (A) the adoption or rejection of any rule or regulation 56 having the force and effect of law by the commission, (B) the outcome ofA. 8126 9 1 any proceeding by the commission to establish, levy or collect fees, 2 tolls, charges or fares, and (C) the authorization, approval or award of 3 any agreements, contracts or purchase orders, including any settlement 4 of commission claims, or any extension, amendment or modification of any 5 existing agreement, contract or order; and 6 (v) have an efficiency study of the commission and its operations 7 conducted by an independent entity upon the request of the governors of 8 New York and New Jersey, and if no request is made, no longer than every 9 three years. 10 (i) (i) The chief ethics and compliance officer shall recommend to the 11 board of commissioners a whistleblower access and assistance program to 12 be administered by the inspector general which shall include, but not be 13 limited to: 14 (1) establishing an email address and toll-free telephone, facsimile, 15 and text messaging lines available to employees; 16 (2) offering advice regarding employee rights under applicable state 17 and federal laws and advice and options available to all persons; and 18 (3) offering an opportunity for employees to identify concerns regard- 19 ing any issue at the port authority. 20 Any communication between an employee and the inspector general pursu- 21 ant to this paragraph shall be held strictly confidential by the inspec- 22 tor general, unless the employee specifically waives in writing the 23 right to confidentiality, except that such confidentiality shall not 24 exempt the inspector general from disclosing such information, where 25 appropriate, to the board of commissioners and/or any law enforcement 26 authority. 27 (ii) The commission shall not fire, discharge, demote, suspend, 28 threaten, harass, or discriminate against an employee because of the 29 employee's role as a whistleblower, insofar as the actions taken by the 30 employee are legal. 31 (iii) As used in this paragraph: 32 (1) "Employees" means those persons employed at the commission, 33 including but not limited to: full-time and part-time employees, those 34 employees on probation, and temporary employees. 35 (2) "Whistleblower" means any employee of the commission who discloses 36 information concerning acts of wrongdoing, misconduct, malfeasance, or 37 other inappropriate behavior by an employee or board member of the 38 commission, including, but not limited to, such acts concerning the 39 commission's investments, travel, acquisition of real or personal prop- 40 erty, the disposition of real or personal property, or the procurement 41 of goods and services. 42 (j) Inspector general. (i) The inspector general shall be responsible 43 for receiving and investigating, where appropriate, all complaints 44 regarding fraud, waste, and abuse by commissioners, officers, and 45 employees of the port authority or third-parties doing business with the 46 commission. The inspector general shall also be responsible for conduct- 47 ing investigations upon the inspector general's own initiative, as the 48 inspector general shall deem appropriate. 49 (ii) The inspector general shall inform the board of commissioners and 50 the chief executive officer of allegations received by the inspector 51 general and the progress of investigations related thereto, unless 52 special circumstances require confidentiality. 53 (iii) The inspector general shall determine with respect to allega- 54 tions received by the inspector general whether disciplinary action or 55 civil prosecution by the commission is appropriate, and whether theA. 8126 10 1 matter should be referred to an appropriate governmental agency for 2 further action. 3 (iv) The inspector general shall prepare and make available to the 4 public written reports of completed investigations, as appropriate and 5 to the extent permitted by law, subject to redactions to protect a need 6 for confidentiality. The release of all or portions of reports may be 7 deferred to protect the confidentiality of ongoing investigations. 8 (v) The inspector general shall have the power to: 9 (1) administer oaths or affirmations and examine witnesses under oath; 10 (2) require the production of any books and papers deemed relevant or 11 material to any investigation, examination, or review; 12 (3) notwithstanding any law to the contrary, examine and copy or 13 remove documents or records of any kind prepared, maintained, or held by 14 the commission and its subsidiaries; 15 (4) interview any officer or employee of the commission or its subsid- 16 iaries on any matter related to the performance of such officer or 17 employee's official duties. To the extent that the terms and conditions 18 of employment of any employee are established by collective negoti- 19 ations, any interview conducted pursuant to this paragraph must be in 20 accordance with any applicable provisions of the current, or most 21 recent, if expired, collective negotiations agreement covering the terms 22 and conditions of employment of the employee; 23 (5) monitor the implementation by the commission of any recommenda- 24 tions made by the inspector general; and 25 (6) perform any other functions that are necessary or appropriate to 26 fulfill the duties and responsibilities of office. 27 (k) Open meetings. (i) All meetings of the commission shall be open to 28 the public and members of the news media, individually and collectively, 29 for the purpose of observing the full details of all phases of the 30 deliberation, policy-making, and decision-making of the board, except 31 for an executive session initiated upon a majority vote taken in an open 32 meeting pursuant to a motion. Such motion shall identify the general 33 nature of the subjects to be considered in the closed, executive session 34 and, if it is not to take place immediately, state, as closely as possi- 35 ble the time and circumstances for such session and when the matters 36 discussed or acted upon may be disclosed. The board of commissioners may 37 exclude the public only from that portion of a meeting at which the 38 board of commissioners discusses any: 39 (1) matter in which the release of information would impair a right to 40 receive funds from the government of the United States; 41 (2) material the disclosure of which would constitute an unwarranted 42 invasion of individual or personal privacy; 43 (3) collective bargaining agreement, or the terms and conditions which 44 are proposed for inclusion in any collective bargaining agreement, 45 including the negotiation of the terms and conditions thereof with 46 employees or representatives of employees of the commission; 47 (4) matter involving the purchase, lease, or acquisition of real prop- 48 erty with commission funds, the proposed acquisition of securities, the 49 sale or exchange of securities held by the commission, or the investment 50 of commission funds, if public discussion of the matter would adversely 51 affect the public interest; 52 (5) matter which would imperil the public safety if disclosed; 53 (6) pending or anticipated litigation or contract negotiation in which 54 the commission is, or may become, a party, or matters falling within the 55 attorney-client privilege, to the extent that confidentiality isA. 8126 11 1 required for the attorney to exercise the attorney's ethical duties as a 2 lawyer; 3 (7) contract negotiations disclosure of which would imperil the 4 commission's position or an outcome in the best interest of the commis- 5 sion, its mission, and the public; 6 (8) matter involving the employment, appointment, termination of 7 employment, terms and conditions of employment, evaluation of the 8 performance of, promotion or disciplining of any specific prospective 9 officer or employee or current officer or employee employed or appointed 10 by the commission, unless all the individual employees or appointees 11 whose rights could be adversely affected request in writing that the 12 matter or matters be discussed at a public meeting; or 13 (9) deliberation of the commission occurring after a public hearing 14 that may result in the imposition of a specific civil penalty upon the 15 responding party or the suspension or loss of a license or permit 16 belonging to the responding party as a result of an act or omission for 17 which the responding party bears responsibility. 18 (ii) The commission shall make meeting agendas available to the public 19 at least seventy-two hours before each meeting of the board and each 20 meeting of each committee. In addition, the commission shall send via 21 electronic mail the agenda and public documents pertaining to a board or 22 committee meeting to the public information office of each state's 23 legislature at least seventy-two hours before the meeting. Public notice 24 of the time and place of a meeting shall be provided to appropriate 25 media outlets, shall be conspicuously posted in one or more designated 26 areas, and shall be conspicuously posted via the commission's official 27 website at least five business days before the meeting. 28 (iii) The commission shall make available to the public documents in 29 the following manner: the agenda and public documents pertaining to a 30 board or committee meeting shall be available for public inspection at 31 least seventy-two hours before each meeting or as soon as practicable at 32 an office of the commission; and the agenda and public documents 33 pertaining to a board or committee meeting shall be posted on the 34 commission's website. 35 (iv) At each public meeting of the board and at each public meeting of 36 each committee, the public shall be allotted at least thirty minutes to 37 speak on any topic on the agenda. The board or committee shall expand 38 the comment time when necessary to provide a reasonable opportunity for 39 the public to comment. The public speaking period shall take place prior 40 to any board or committee action. 41 (v) The commission shall keep reasonably comprehensible minutes of all 42 its meetings showing the time and place, the members present, the 43 subjects considered, the actions taken, and the vote of each member. The 44 minutes shall be available to the public within two weeks from the date 45 of the meeting to the extent that public disclosure shall not be incon- 46 sistent with paragraph (a) of this subdivision. The minutes shall indi- 47 cate for each item on the agenda the vote or recusal of each board 48 member in attendance at an open meeting, or an executive session of the 49 board or a committee of the board. Each item on the agenda shall be 50 voted on separately. 51 (l) Barrier free access. The commission shall make or cause to be 52 made all reasonable efforts to ensure that meetings are held in facili- 53 ties that permit barrier-free physical access to people with disabili- 54 ties. If the board determines to use video conferencing or similar tech- 55 nology to conduct its meeting, it shall provide an opportunity for the 56 public to attend, listen, and observe such a meeting.A. 8126 12 1 (m) Meeting notice. (i) The board shall, within six months of the 2 effective date of this act, adopt appropriate rules and regulations 3 concerning proper notice to the public and the news media of its meet- 4 ings and the right of the public and the news media to be present at 5 meetings of the authority. The board may incorporate in its rules and 6 regulations conditions under which it may exclude the public from a 7 meeting or a portion thereof in accordance with paragraph (k) of this 8 subdivision. 9 (ii) Any rules or regulations adopted hereunder shall become a part of 10 the minutes of the gateway development commission and shall be subject 11 to the approval of the governor of New Jersey and the governor of New 12 York. 13 (n) Freedom of information. Notwithstanding any law to the contrary, 14 the commission shall be deemed an "agency" and treated as such under the 15 laws of New York, for all purposes under articles 6 and 6-A of the 16 public officers law, and shall be deemed a "public agency" and treated 17 as such under New Jersey, P.L.1963, c.73 (C.47:1A-1 et seq.), pertaining 18 to the disclosure of government records. 19 (o) Legislative hearings. (i) The commission, at the request of the 20 assembly or senate of the New York state legislature or the general 21 assembly or senate of the New Jersey state legislature, shall be 22 required to appear before a committee of the requesting state legisla- 23 tive house, upon request by the presiding officer of that state legisla- 24 tive house, to present testimony on any topic or subject requested by 25 the committee or to respond to questions by members of the committee. 26 The assembly of the New York state legislature, the senate of the New 27 York state legislature, the general assembly of the New Jersey state 28 legislature, and the senate of the New Jersey state legislature shall 29 each be entitled to two such requests per calendar year. 30 (ii) Unless otherwise agreed to by the presiding officer of the state 31 legislative house requesting the appearance of the commission, the 32 commission shall, at a minimum, be represented by the chair or vice- 33 chair of the board, chief executive officer, the chief financial offi- 34 cer, and any staff deemed necessary by the chair or vice-chair of the 35 board, chief executive officer, or the chief financial officer to pres- 36 ent testimony or respond to questions at any appearance required pursu- 37 ant to this section. The presiding officer may request the appearance of 38 any officer or employee of the commission. For purposes of this section, 39 as applicable to New York state "presiding officer" shall mean the 40 speaker of the assembly of the New York state legislature or temporary 41 president of the senate of the New York state legislature. For purposes 42 of this section, as applicable to the state of New Jersey "presiding 43 officer" shall mean the president of the senate or the speaker of the 44 general assembly of the state of New Jersey. 45 6. Duties of the commission. The duties of the commission shall be to 46 use its efforts to accomplish, at such times as it is appropriate to do 47 so, the following actions, provided that the commission shall not be in 48 dereliction of its duties so long as it acts in good faith to accomplish 49 such actions: 50 (a) make appropriate application for, and act as a coordinating, 51 distributing, or recipient agency for, federal, state, or private fund- 52 ing and authorizations necessary or appropriate to facilitate the Gate- 53 way Program; 54 (b) serve as the lead agency responsible for cooperating with federal, 55 state, local and bi-state agencies, authorities or departments, Amtrak 56 and private parties to facilitate the Gateway Program, including enter-A. 8126 13 1 ing into agreements specifying a party's rights and obligations with 2 respect to the Gateway Program, to create a Gateway Program capable of 3 achieving long-term stability and full funding, without obligating the 4 full faith and credit of the federal government, either state, or any 5 local government thereof or any other party, except as explicitly 6 authorized by any party empowered by law to do so; 7 (c) adopt bylaws to govern the conduct of its affairs, adopt rules and 8 regulations, and make appropriate orders to carry out and discharge its 9 powers, duties and functions; 10 (d) expend such funds, made available to the commission as are 11 required to effectuate the purposes set forth in this subdivision and, 12 until expenditure is required, to hold and prudently invest funds; 13 (e) recommend appropriate federal, state and local government legis- 14 lation and agency administrative action pertaining to the Gateway 15 Program; 16 (f) Within eighteen months of the date it organizes and not less than 17 annually thereafter, prepare a report with details on the progress on 18 its activities and information on the financial and construction plan 19 for the following two fiscal years, and submit it, together with any 20 recommendations for state or local government legislation or agency 21 administrative action to the governor of the state of New Jersey, the 22 president of the senate of the state of New Jersey, the speaker of the 23 general assembly of the state of New Jersey, the governor of the state 24 of New York, the temporary president of the senate of the state of New 25 York, and the speaker of the assembly of the state of New York. When 26 appropriate, the recommendations provided by the commission shall 27 include recommendations for additional powers to be granted to the 28 commission that may be necessary for the commission to facilitate the 29 Gateway Program. The financial and construction plan presented by the 30 commission shall be considered approved unless disapproved by either or 31 both legislatures within ninety days of receipt of the report; and 32 (g) take such other action as may be necessary or appropriate to 33 further the purposes of this act. 34 7. Powers of the commission. The commission shall have the power to 35 undertake the following: 36 (a) facilitate the Gateway Program, including, but not limited to, 37 through contracts and agreements and other documents and instruments 38 which the commission is otherwise authorized to make, enter into, 39 execute and deliver; provided, however, that the facilitation of the 40 project within New York state shall be subject to article 8 of the New 41 York state labor law, as well as be subject to sections 200, 240, 241 42 and 242 of the New York state labor law and enforcement of prevailing 43 wage requirements pursuant to applicable law; provided, however, that 44 for the purposes of article 15-A of the New York state executive law 45 only, the commission shall be deemed a state agency as that term is used 46 in such article and its contracts and agreements and other documents and 47 instruments which the commission is otherwise authorized to make, enter 48 into, execute and deliver for the Gateway Program shall be deemed state 49 contracts within the meaning set forth in such article; provided, howev- 50 er, the commission shall not have the authority to operate or directly 51 engage in transportation services such that the commission would be 52 subject to the jurisdiction of the federal surface transportation board; 53 (b) sue and be sued in its own name in federal and state courts in 54 Mercer county, New Jersey and New York county, New York, it being under- 55 stood that the commissioners shall have no obligation or liability for 56 the acts or omissions of the commission;A. 8126 14 1 (c) accept, receive, disburse, encumber and expend funds from whatever 2 source derived, including, without limitation, federal assistance, 3 grants and loans; state and local government assistance, grants and 4 loans; single state or bi-state agency assistance, grants and loans; 5 private sources, grants and loans; revenues received from the disposi- 6 tion of property; and Amtrak grants and loans, in each case as may be 7 necessary to accomplish any lawful purpose which the commissioners 8 determine will facilitate the Gateway Program and achieve long-term 9 stability and full funding; 10 (d) acquire, including, without limitation, by gift, purchase, or 11 exchange or by condemnation in accordance as may be provided by this 12 act, state in which the condemnation shall take place, subdivide, lease, 13 license, take and hold property of every description and solely in 14 furtherance of the purposes of the commission, to manage such property 15 and develop any undeveloped property owned, leased or controlled by it 16 in a manner necessary or appropriate to facilitate the Gateway Program; 17 (e) make, procure, enter into, execute, and deliver contracts and 18 agreements and other documents and instruments as may be necessary or 19 appropriate to carry out any power or duty of the commission under this 20 act and to otherwise accomplish any lawful purpose which the commission- 21 ers determine will facilitate the Gateway Program, including, without 22 limitation, with the federal government, the state of New Jersey, any 23 local government thereof, the state of New York, any local government 24 thereof, any agency, instrumentality, department, commission, or author- 25 ity of any one or more of the foregoing, any bi-state agency, Amtrak, 26 any individual or private firm, entity, or corporation, or with any one 27 or more of them; 28 (f) make applications for and accept funding, permits, authorizations, 29 and approvals as may be necessary or appropriate to accomplish any 30 lawful purpose which the commissioners determine will facilitate the 31 Gateway Program, including, without limitation, with the federal govern- 32 ment, the state of New Jersey, any local government thereof, the state 33 of New York, any local government thereof, or any agency, instrumentali- 34 ty, department, commission, or authority of any one or more of the fore- 35 going, any bi-state agency, Amtrak, any individual or private firm, 36 entity, or corporation, or with any one or more of them; 37 (g) enter into agreements with a private entity or entities to facili- 38 tate the Gateway Program; 39 (h) adopt its own public procurement rules and guidelines that the 40 commission deems necessary or appropriate to facilitate the Gateway 41 Program through any combination of means and methods otherwise available 42 to the commission under this act, regardless of whether such combination 43 is generally available to the states of New Jersey and New York, any 44 local government thereof, any agency, instrumentality, department, 45 commission or authority of any one or more of the foregoing, or any 46 bi-state agency, and engage and contract with third parties in accord- 47 ance with such procurement rules and guidelines; 48 (i) coordinate with entities from each state or both states to issue 49 and guarantee bonds, notes or other evidence of indebtedness, enter into 50 loan agreements and otherwise borrow funds, or incur indebtedness or 51 other future payment obligations for any corporate purpose, including to 52 effectuate full funding, and to assign, pledge, mortgage, secure, encum- 53 ber and use its funds, assets, property and revenues for repayment ther- 54 eof, to be payable out of the funds, assets, properties and revenues of 55 the commission without recourse to taxation, provided that the borrowing 56 activity has previously been included as part of the report requiredA. 8126 15 1 pursuant to this act and was not disapproved by either or both legisla- 2 tures or otherwise precluded by conditions placed upon funds provided by 3 another agency or entity, and further provided that the commission shall 4 have no power to pledge the full faith and credit of the federal govern- 5 ment, the state of New Jersey, the state of New York, or any local 6 government thereof, or of Amtrak or the Port Authority of New York and 7 New Jersey in connection with the Gateway Program, or to impose any 8 obligation for payment of the bonds upon the federal government, the 9 state of New Jersey, the state of New York, or any local government 10 thereof, or of Amtrak or the Port Authority of New York and New Jersey, 11 in each case except as set forth in a binding agreement, or to otherwise 12 commit any party to incur any liability in excess of its contractual 13 obligations in connection with the Gateway Program, and provided further 14 that neither the commissioners nor any person executing any bonds issued 15 or guaranteed by the Commission shall be liable personally on such bonds 16 or be subject to any personal liability or accountability by reason of 17 the issuance thereof; 18 (j) acquire and hold securities for investment purposes or in 19 connection with the facilitation of the Gateway Program; 20 (k) appoint such officers and employees as the commission may require 21 for the performance of its duties and fix and determine their qualifica- 22 tions, duties, and compensation, subject to the provisions of the civil 23 service law, the rules of the civil service commission of the city, the 24 New York state collective bargaining law and applicable collective 25 bargaining agreements with regard to those officers, and employees who 26 are residents of and work in New York state including engineers, attor- 27 neys, consultants, financial advisors and such other persons or entities 28 as the business of the commission may require. The commission shall 29 participate in the New York city employees' retirement system; 30 (l) obtain insurance as the commission may deem advisable and to 31 create a captive insurer to self-insure risk as deemed appropriate by 32 the commission; 33 (m) cooperate with the federal government, the state of New Jersey, 34 any local government thereof, the state of New York, any local govern- 35 ment thereof, any agency, instrumentality, department, commission or 36 authority of any one or more of the foregoing, any bi-state agency, 37 Amtrak, any individual or private firm, entity or corporation, or with 38 any one or more of them, in connection with the Gateway Program, and to 39 enter into an agreement or agreements, notwithstanding any other 40 provision of law of the states, general, special, charter or local, with 41 the federal government, the state of New Jersey, any local government 42 thereof, the state of New York, any local government thereof, any agen- 43 cy, instrumentality, department, commission or authority of any one or 44 more of the foregoing, any bi-state agency, Amtrak, any individual or 45 private firm, entity or corporation, or with any one or more of the same 46 for or relating to the Gateway Program; 47 (n) indemnify individuals and entities to the extent required to 48 facilitate the Gateway Program; 49 (o) establish or acquire subsidiaries as required to facilitate the 50 Gateway Program; 51 (p) utilize the existing labor force in the states and foster labor 52 harmony in allowing for adoption of efficient labor work rules and prac- 53 tices during construction of the Gateway Program; and 54 (q) exercise all other powers as may be necessary or appropriate in 55 furtherance of, and consistent with, the purposes of this act provided 56 that this subdivision shall not be construed to delegate any sovereignA. 8126 16 1 power of either state unless that power has been expressly delegated to 2 the commission pursuant to this act. 3 8. Commission annual financial reporting. (a) The commission shall 4 publish a comprehensive annual financial report, submitted annually to 5 the governors and state legislatures of New York and New Jersey and made 6 available on the commission's website within 120 days after the end of 7 its fiscal year. The annual report shall include the commission's finan- 8 cial statements, statistical and other regional data, and a narrative of 9 the commission's activities during the year of the report. The annual 10 report shall include: 11 (i) an introductory section including: 12 (1) a letter of transmittal to the governors of New York and New 13 Jersey; 14 (2) information regarding the board of commissioners, commission offi- 15 cers and executive management; 16 (3) a letter to the board of commissioners from the chief executive 17 officer of the commission highlighting important developments; 18 (4) a description of major commission activities undertaken during the 19 prior year; and 20 (5) a letter to the board of commissioners from the chief financial 21 officer of the commission with respect to the consolidated financial 22 statements of the commission. 23 (ii) a financial section including: 24 (1) an independent auditor's report; 25 (2) management's discussion and analysis; 26 (3) financial statements; 27 (4) its financial reports certified by the chair and vice-chair of the 28 board, chief executive officer, and chief financial officer of the 29 commission, including (A) audited financials in accordance with general- 30 ly accepted accounting principles, known as GAAP, and the accounting 31 standards issued by the governmental accounting standards board, known 32 as GASB, (B) grant and subsidy programs, (C) current ratings, if any, of 33 its bonds issued by recognized bond rating agencies and notice of chang- 34 es in such ratings, and (D) long-term liabilities, including leases and 35 employee benefit plans; 36 (5) a schedule of its bonds and notes outstanding at the end of its 37 fiscal year, together with a statement of the amounts redeemed and 38 incurred during such fiscal year as part of a schedule of debt issuance 39 that includes the date of issuance, term, amount, interest rate, and 40 means of repayment including all refinancings, calls, refundings, 41 defeasements, and interest rate exchange or other such agreements; and 42 (6) at a minimum a four-year financial plan, including (A) a current 43 and projected capital budget, and (B) an operating budget report, 44 including an actual versus estimated budget, with an analysis and meas- 45 urement of financial and operating performance. 46 (iii) a statistical section presenting additional information as 47 context for further understanding of the information in the financial 48 statements, note disclosures and schedules, including (1) financial 49 trends; (2) debt capacity; (3) operating and service data; (4) informa- 50 tion on commission operating results; (5) information on commission 51 capital program components; (6) information on commission facility traf- 52 fic; and (7) selected statistical, demographic and economic data on the 53 New York-New Jersey metropolitan region. 54 (iv) a corporate information section providing: 55 (1) a list of all real property of the commission;A. 8126 17 1 (2) a list and full description of real property and personal property 2 that has a sale price of over $10,000 disposed of during the period, 3 including the price received by the commission and the name of the 4 purchaser for all property sold by the commission during the period; 5 (3) a compensation schedule that shall include, by position, title and 6 name of the person holding such position or title, the salary, compen- 7 sation, allowance and/or benefits provided to any officer, director, or 8 employee in a decision making or managerial position of such commission 9 whose base salary is in excess of $150,000; 10 (4) biographical information, not including confidential personal 11 information, for all directors and officers and employees for whom sala- 12 ry reporting is required; 13 (5) a description of the commission and its board structure, including 14 (A) names of committees and committee members, (B) lists of board meet- 15 ings and attendance, (C) descriptions of major authority units and 16 subsidiaries, and (D) number of employees; 17 (6) its mission statement, charter, if any, and by laws; and 18 (7) a description of any material pending litigation in which the 19 commission is involved as a party during the reporting year. 20 9. Commission audits and financial statements. (a) The commission 21 shall prepare financial statements on an annual basis, in accordance 22 with generally accepted accounting principles, known as GAAP, and the 23 accounting standards issued by the governmental accounting standards 24 board, known as GASB. 25 (b) The audit committee of the board of commissioners of the commis- 26 sion shall arrange for an independent firm of certified public account- 27 ants to perform an audit of the financial statements of the commission 28 each year, in accordance with generally accepted accounting principles 29 and standards referenced in paragraph (a) of this subdivision. Each 30 independent firm of certified public accountants that performs any audit 31 required by this section shall timely report to the board of the commis- 32 sion: 33 (i) all critical accounting policies and practices to be used; and 34 (ii) other material written communications, that is not privileged or 35 confidential, between the independent firm of certified public account- 36 ants and the management of the commission, including the management 37 letter along with management's response or plan of corrective action, 38 material corrections identified, or schedule of unadjusted differences. 39 (c) Every financial statement prepared pursuant to this subdivision 40 shall be approved by the board of commissioners. As a condition to the 41 issuance of the annual financial statements of the commission, the chief 42 executive officer and the chief financial officer of the commission 43 shall be required to make a written certification to that effect that, 44 to the best of their knowledge and belief, the financial and other 45 information in the consolidated financial statements is accurate in all 46 material respects and has been reported in a manner designed to present 47 fairly the commission's net assets, changes in net assets, and cash 48 flows, in accordance with generally accepted accounting principles and 49 standards referenced in paragraph (a) of this subdivision; and, that on 50 the basis that the cost of internal controls should not outweigh their 51 benefits, the commission has established a comprehensive framework of 52 internal controls to protect its assets from loss, theft, or misuse, and 53 to provide reasonable assurance regarding the reliability of financial 54 reporting and the preparation of the consolidated financial statements 55 in accordance with generally accepted accounting principles and stand- 56 ards referenced in paragraph (a) of this subdivision.A. 8126 18 1 (d) Notwithstanding any other provision of law to the contrary, the 2 commission shall not contract with an independent firm of certified 3 public accountants for audit services to the authority if the lead or 4 coordinating audit partner having primary responsibility for the audit, 5 or the audit partner responsible for reviewing the audit, has performed 6 audit services for the two previous fiscal years of such commission. 7 (e) The commission shall not contract with the independent firm of 8 certified public accountants performing the commission's audit for any 9 non-audit services to such commission contemporaneously with the audit, 10 unless receiving previous written approval by the audit committee 11 including: 12 (i) bookkeeping or other services related to the accounting records or 13 financial statements of such commission; 14 (ii) financial information systems design and implementation; 15 (iii) appraisal or valuation services, fairness opinions, or contribu- 16 tion-in-kind reports; 17 (iv) actuarial services; 18 (v) internal audit outsourcing services; 19 (vi) management functions or human services; 20 (vii) broker or dealer, investment advisor, or investment banking 21 services; and 22 (viii) legal services and expert services unrelated to the audit. 23 (f) The commission shall not contract with an independent firm of 24 certified public accountants for any audit service if the chief execu- 25 tive officer, comptroller, chief financial officer, treasurer, or any 26 other person serving in an equivalent position for the commission, was 27 employed by that independent firm of certified public accountants and 28 participated in any capacity in the audit of the authority during the 29 one year period preceding the date of the initiation of the audit. 30 (g) The commission shall make accessible to the public via its website 31 an executive summary of its most recent independent audit report unless 32 such information is exempt from disclosure pursuant to either state's 33 freedom of information laws. 34 10. Contracts of the commission. (a) Definitions. As used in this 35 subdivision, the following terms shall have the following meanings 36 unless otherwise specified: 37 (i) "Construction item" means any such item or material used in 38 construction and which is procured directly by the commission or office 39 or any such item or material commonly used in construction which is 40 procured by a person, other than a municipality, under contract with the 41 commission or office. 42 (ii) "Office" means the New York office of general services. 43 (iii) "Practicable" means capable of being used without violating the 44 following criteria: performance, availability at a reasonable period of 45 time and maintenance of a satisfactory level of completion. 46 (iv) "Product" means any material, supply, equipment or construction 47 item or other item whether real or personal property which is the 48 subject of any purchase, barter, or other exchange made to procure such 49 product. 50 (v) "Secondary materials" means any material recovered from or other- 51 wise destined for the waste stream, including but not limited to, post- 52 consumer material, industrial scrap material, and overstock or obsolete 53 inventories from distributors, wholesalers and other companies as 54 defined in rules and regulations promulgated by the New York commission- 55 er of general services but such term does not include those materialsA. 8126 19 1 and byproducts generated from, and commonly reused within an original 2 manufacturing process. 3 (vi) "Specification" means any description of the physical or func- 4 tional characteristics, or of the nature of a material, supply, equip- 5 ment or construction item. It may include a description of any require- 6 ment for inspecting, testing or preparing a material, supply, equipment 7 or construction item for delivery. 8 (b) Specifications. The commission shall create and update product 9 specifications to ensure that: 10 (i) Specifications do not exclude the use of products manufactured 11 from secondary materials or require that products be manufactured from 12 virgin materials only, provided however, the specifications may include 13 such an exclusion if the commission demonstrates that for a particular 14 end use a product containing secondary materials would not meet neces- 15 sary performance standards. 16 (ii) Performance standards, specifications and a product's intended 17 end use are related, and clearly identified when feasible. 18 (iii) Specifications are not overly stringent for a particular end use 19 or performance standard. 20 (iv) Specifications incorporate or require the use of secondary mate- 21 rials to the maximum extent practicable without jeopardizing the 22 performance or intended end use of the product; provided however, where 23 the commission demonstrates that for a particular end use a product 24 containing secondary materials would not meet necessary performance 25 standards, such specifications need not incorporate or require the use 26 of secondary materials. 27 (c) Ground for cancellation of contract by the commission. A clause 28 shall be inserted in all specifications or contracts hereafter made or 29 awarded by the commission, for work or services performed or to be 30 performed or goods sold or to be sold, to provide that upon the refusal 31 by a person, when called before a grand jury, head of a state depart- 32 ment, temporary state commission or other agency of the state of New 33 York or the state of New Jersey, the organized crime task force in the 34 department of law of the state of New York, head of a city department, 35 or other city agency, which is empowered to compel the attendance of 36 witnesses and examine them under oath, to testify in an investigation 37 concerning any transaction or contract had with the applicable state, 38 any political subdivision thereof, a public authority or with any public 39 department, agency or official of the state of New York or the state of 40 New Jersey or of any political subdivision thereof or of a public 41 authority, to sign a waiver of immunity against subsequent criminal 42 prosecution or to answer any relevant question concerning such trans- 43 action or contract, such person, and any firm, partnership or corpo- 44 ration of which he or she is a member, partner, director or officer 45 shall be disqualified from thereafter selling to or submitting bids to 46 or receiving awards from or entering into any contracts with the commis- 47 sion or official thereof, for goods, work or services, for a period of 48 five years after such refusal. 49 (d) Disqualification to contract with public authority. Any person 50 who, when called before a grand jury, head of a state department, tempo- 51 rary state commission or other state agency of the state of New York or 52 the state of New Jersey, the organized crime task force in the depart- 53 ment of law of the state of New York, head of a city department, or 54 other city agency, which is empowered to compel the attendance of 55 witnesses and examine them under oath, to testify in an investigation 56 concerning any transaction or contract had with the applicable state,A. 8126 20 1 any political subdivision thereof, a public authority or with a public 2 department, agency or official of the state or of any political subdivi- 3 sion thereof or of a public authority, refuses to sign a waiver of immu- 4 nity against subsequent criminal prosecution or to answer any relevant 5 questions concerning such transaction or contract, and any firm, part- 6 nership or corporation, of which he or she is a member, partner, direc- 7 tor or officer shall be disqualified from thereafter selling to or 8 submitting bids to or receiving awards from or entering into any 9 contracts with the commission or any official of the commission, for 10 goods, work or services, for a period of five years after such refusal 11 or until a disqualification shall be removed pursuant to the provisions 12 of paragraph (e) of this subdivision. 13 It shall be the duty of the officer conducting the investigation 14 before the grand jury, the head of a state department, the chairman of 15 the temporary state commission or other state agency of the state of New 16 York or the state of New Jersey, the organized crime task force in the 17 department of law of the state of New York, the head of a city depart- 18 ment or other city agency before which the refusal occurs to send notice 19 of such refusal, together with the names of any firm, partnership or 20 corporation of which the person so refusing is known to be a member, 21 partner, officer or director, to the commissioner of transportation of 22 the state of New York or the state of New Jersey, or the commissioner of 23 general services as the case may be, and the appropriate departments, 24 agencies and officials of the applicable state, political subdivisions 25 thereof or public authorities with whom the persons so refusing and any 26 firm, partnership or corporation of which he or she is a member, part- 27 ner, director or officer, is known to have a contract. However, when 28 such refusal occurs before a body other than a grand jury, notice of 29 refusal shall not be sent for a period of ten days after such refusal 30 occurs. Prior to the expiration of this ten day period, any person, 31 firm, partnership or corporation which has become liable to the cancel- 32 lation or termination of a contract or disqualification to contract on 33 account of such refusal may commence a special proceeding at a special 34 term of the supreme court of New York or superior court of New Jersey, 35 held within the judicial district in which the refusal occurred, for an 36 order determining whether the questions in response to which the refusal 37 occurred were relevant and material to the inquiry. Upon the commence- 38 ment of such proceeding, the sending of such notice of refusal to answer 39 shall be subject to order of the court in which the proceeding was 40 brought in a manner and on such terms as the court may deem just. If a 41 proceeding is not brought within ten days, notice of refusal shall ther- 42 eupon be sent as provided herein. 43 (e) Removal of disqualification of public contractors by petition. 44 (i) Any firm, partnership or corporation which has become subject to the 45 cancellation or termination of a contract or disqualification to 46 contract on account of the refusal of a member, partner, director or 47 officer thereof to waive immunity when called to testify, as provided in 48 paragraph (d) of this subdivision, may, upon ten days' notice to the 49 attorney general of the state in which the refusal occurred and to the 50 officer who conducted the investigation before the grand jury or other 51 body in which the refusal occurred, commence a special proceeding at a 52 special term of the supreme court of New York or superior court of New 53 Jersey held within the judicial district in which the refusal occurred 54 for a judgment discontinuing the disqualification. Such application 55 shall be in the form of a petition setting forth grounds, including that 56 the cooperation by petitioner with the grand jury or other body at theA. 8126 21 1 time of the refusal was such, and the amount and degree of control and 2 financial interest, if any, in the petitioning firm, partnership or 3 corporation by the member, partner, officer or director who refused to 4 waive immunity is such that it will not be in the public interest to 5 cancel or terminate petitioner's contracts or to continue the disquali- 6 fication, as provided in paragraph (d) of this subdivision. 7 A copy of the petition and accompanying papers shall be served with 8 the notices to be given pursuant to this subdivision. 9 (ii) Upon the filing of such petition the court may stay as to peti- 10 tioner, pending a decision upon the petition, the cancellation or termi- 11 nation of any contracts resulting from such refusal upon such terms as 12 to notice or otherwise as may be just. 13 (iii) At least two days prior to the return day, the officer who 14 conducted the investigation before the grand jury or other body and the 15 attorney general may file answers to the petition or apply for judgment 16 dismissing the petition as a matter of law. On or before the return day 17 the petitioner may file a reply to the answer. 18 (iv) Upon the return day the court may, upon the petition and answer 19 and other papers filed, forthwith render such judgment as the case 20 requires, or if a triable issue of fact is duly raised, it shall forth- 21 with be tried before a court sitting without a jury or before a referee. 22 The provisions of statute or rule governing references in an action 23 shall apply to a reference under this subdivision. 24 (v) The court shall render judgment dismissing the petition on the 25 merits or discontinuing the disqualification upon the ground that the 26 public interest would be served by its discontinuance, and granting such 27 other relief as to the cancellation or termination of contracts as may 28 be appropriate, but without costs to petitioner. 29 (f) Statement of non-collusion in bids or proposals to the commission. 30 (i) Every bid or proposal hereafter made to the commission or to any 31 official of the commission, where competitive bidding is required by 32 statute, rule, regulation or local law, for work or services performed 33 or to be performed or goods sold or to be sold, shall contain the 34 following statement subscribed by the bidder and affirmed by such bidder 35 as true under the penalties of perjury: 36 "(1) By submission of this bid, each bidder and each person signing on 37 behalf of any bidder certifies, and in the case of a joint bid each 38 party thereto certifies as to its own organization, under penalty of 39 perjury, that to the best of his knowledge and belief: 40 (A) The prices in this bid have been arrived at independently without 41 collusion, consultation, communication, or agreement, for the purpose of 42 restricting competition, as to any matter relating to such prices with 43 any other bidder or with any competitor; 44 (B) Unless otherwise required by law, the prices which have been quot- 45 ed in this bid have not been knowingly disclosed by the bidder and will 46 not knowingly be disclosed by the bidder prior to opening, directly or 47 indirectly, to any other bidder or to any competitor; and 48 (C) No attempt has been made or will be made by the bidder to induce 49 any other person, partnership or corporation to submit or not to submit 50 a bid for the purpose of restricting competition." 51 (2) A bid shall not be considered for award nor shall any award be 52 made where the provisions of clause one of this subparagraph have not 53 been complied with; provided however, that if in any case the bidder 54 cannot make the foregoing certification, the bidder shall so state and 55 shall furnish with the bid a signed statement which sets forth in detail 56 the reasons therefor. Where the provisions of clause one of this subpar-A. 8126 22 1 agraph have not been complied with, the bid shall not be considered for 2 award nor shall any award be made unless the commission or official 3 thereof determines that such disclosure was not made for the purpose of 4 restricting competition. The fact that a bidder (A) has published price 5 lists, rates, or tariffs covering items being procured, (B) has informed 6 prospective customers of proposed or pending publication of new or 7 revised price lists for such items, or (C) has sold the same items to 8 other customers at the same prices being bid, does not constitute, with- 9 out more, a disclosure. 10 (ii) Any bid hereafter made to the commission by a corporate bidder 11 for work or services performed or to be performed or goods sold or to be 12 sold, where competitive bidding is required by statute, rule, regu- 13 lation, or local law, and where such bid contains the certification 14 referred to in subparagraph (i) of this paragraph, shall be deemed to 15 have been authorized by the board of directors of the bidder, and such 16 authorization shall be deemed to include the signing and submission of 17 the bid and the inclusion therein of the certificate as to non-collusion 18 as the act and deed of the corporation. 19 (g) Procurement contracts. (i) Definitions. For the purposes of this 20 subdivision: 21 (1) "Allowable indirect costs" means those costs incurred by a profes- 22 sional firm that are generally associated with overhead which cannot be 23 specifically identified with a single project or contract and are 24 considered reasonable and allowable under specific state contract or 25 allowability limits. 26 (2) "Minority business enterprise" means any business enterprise, 27 including a sole proprietorship, partnership, or corporation: with more 28 than fifty percent of the ownership interest owned by one or more minor- 29 ity group members or, in the case of a publicly-owned business, where 30 more than fifty percent of the common stock or other voting interests 31 are owned by one or more minority group members; in which the minority 32 ownership is real, substantial, and continuing; in which the minority 33 ownership has and exercises the authority to control independently the 34 day-to-day business decisions of the enterprise; and authorized to do 35 business in the state of New York or the state of New Jersey, independ- 36 ently owned and operated, and not dominant in its field. 37 (3) "Minority group member" means a United States citizen or permanent 38 resident alien who is and can demonstrate membership in one of the 39 following groups: black persons having origins in any of the black Afri- 40 can racial groups not of Hispanic origin; Hispanic persons of Mexican, 41 Puerto Rican, Dominican, Cuban, Central or South American of either 42 Indian or Hispanic origin, regardless of race; Asian and Pacific Islan- 43 der persons having origins in any of the Far East, Southeast Asia, the 44 Indian subcontinent or the Pacific Islands; or Native American persons 45 having origins in any of the original peoples of North America. 46 (4) "Professional firm" means any individual or sole proprietorship, 47 partnership, corporation, association, or other legal entity permitted 48 by law to practice the professions of architecture, engineering, or 49 surveying. 50 (5) "Women-owned business enterprise" means a business enterprise, 51 including a sole proprietorship, partnership or corporation: with more 52 than fifty percent of the ownership interest owned by one or more United 53 States citizens or permanent resident aliens who are women or, in the 54 case of a publicly-owned business, where more than fifty percent of the 55 common stock or other voting interests is owned by United States citi- 56 zens or permanent resident aliens who are women; in which the ownershipA. 8126 23 1 interest of women is real, substantial, and continuing; in which the 2 women ownership has and exercises the authority to control independently 3 the day-to-day business decisions of the enterprise; and authorized to 4 do business in the state of New York or the state of New Jersey, inde- 5 pendently owned and operated, and not dominant in its field. 6 (ii) The commission shall adopt by resolution comprehensive guidelines 7 which detail the commission's operative policy and instructions regard- 8 ing the use, awarding, monitoring and reporting of procurement 9 contracts. Such guidelines shall be annually reviewed and approved by 10 the commission. 11 (iii) For purposes of this subdivision, procurement contracts shall 12 mean any written agreement for the acquisition of goods or services of 13 any kind, in the actual or estimated amount of five thousand dollars or 14 more. 15 (iv) The guidelines approved by the commission shall include, but not 16 be limited to the following: 17 (1) A description of the types of goods purchased, and for procurement 18 contracts for services, a description of those areas of responsibility 19 and oversight requiring the use of personal services and the reasons for 20 the use of personal services in such areas. 21 (2) Requirements regarding the selection of contractors, which shall 22 include provisions: 23 (A) for the selection of such contractors on a competitive basis, and 24 provisions relating to the circumstances under which the board may by 25 resolution waive competition, including, notwithstanding any other 26 provision of law requiring competition, the purchase of goods or 27 services from small business concerns or those certified as minority or 28 women-owned business enterprises, or goods or technology that are recy- 29 cled or remanufactured, in an amount not to exceed $200,000 without a 30 formal competitive process; 31 (B) describing when the award of procurement contracts shall require 32 approval of the board by resolution, provided that any contract involv- 33 ing services to be rendered over a period in excess of one year shall 34 require the approval of the board by resolution and an annual review of 35 the contract by the board; 36 (C) setting forth responsibilities of contractors; 37 (D) the commission shall not refuse to negotiate with a professional 38 firm solely because the ratio of the "allowable indirect costs" to 39 direct labor costs of the professional firm or the hourly labor rate in 40 any labor category of the professional firm exceeds a limitation gener- 41 ally set by the commission in the determination of the reasonableness of 42 the estimated cost of services to be rendered by the professional firm, 43 but rather the commission should also consider the reasonableness of 44 cost based on the total estimated cost of the service of the profes- 45 sional firm which should include, among other things, all the direct 46 labor costs of the professional firm for such services plus all allow- 47 able indirect costs, other direct costs, and negotiated profit of the 48 professional firm. 49 (3) An identification of those areas or types of contracts for which 50 minority or women-owned business enterprises may best bid so as to 51 promote and assist participation by such enterprises and facilitate a 52 fair share of the awarding of contracts to such enterprises. 53 (4) Requirements for the designation of one or more senior staff of 54 the commission to oversee the commission's programs established to 55 promote and assist: (A) participation by certified minority or women- 56 owned business enterprises in the commission's procurement opportunitiesA. 8126 24 1 and facilitation of the award of procurement contracts to such enter- 2 prises; (B) the utilization of certified minority and women-owned busi- 3 ness enterprises as subcontractors and suppliers by entities having 4 procurement contracts with the commission; and (C) the utilization of 5 partnerships, joint ventures or other similar arrangements between 6 certified minority and women-owned business enterprises and other enti- 7 ties having procurement contracts with the commission. Such staff shall 8 be familiar with the procurement of the types of construction, finan- 9 cial, legal or professional services utilized by the commission, report 10 directly to the commission's executive director, and either directly or 11 through their designees participate in the procurement process. 12 (5) Requirements for providing notice, in addition to any other notice 13 of procurement opportunities required by law, to professional and other 14 organizations that serve minority and women-owned business enterprises 15 providing the types of services procured by the commission. 16 (6) Procedures for maintaining lists of qualified certified minority 17 and women-owned business enterprises, including professional firms that 18 have expressed an interest in doing business with the commission and 19 ensuring that such lists are updated regularly. The commission shall 20 also consult the lists of certified minority and women-owned business 21 enterprises maintained by executive branch departments in the state of 22 New York and in the state of New Jersey. 23 (7) The establishment of appropriate goals for participation by minor- 24 ity or women-owned business enterprises in procurement contracts awarded 25 by the commission and for the utilization of minority and women-owned 26 enterprises as subcontractors and suppliers by entities having procure- 27 ment contracts with the commission. Numerical goals for participation 28 targets shall be established by the commission. 29 (8) Requirements to conduct procurements in a manner that will enable 30 the commission to achieve the maximum feasible portion of the goals 31 established pursuant to this subparagraph and that eliminates barriers 32 to participation by minority and women-owned business enterprises in the 33 commission's procurements. Such procurement requirements shall include 34 the following: 35 (A) Measures and procedures to ensure that certified businesses shall 36 be given the opportunity for maximum feasible participation in the 37 performance of state contracts and to assist in the commission's iden- 38 tification of those state contracts for which certified businesses may 39 best bid to actively and affirmatively promote and assist their partic- 40 ipation in the performance of state contracts so as to facilitate the 41 commission's achievement of the maximum feasible portion of the goals 42 for state contracts to such businesses; 43 (B) Provisions designating the New York division of minority and 44 women-owned business development to certify and decertify minority and 45 women-owned business enterprises through a single process that meets 46 applicable state and federal requirements; 47 (C) A requirement that each contract solicitation document accompany- 48 ing each solicitation set forth the expected degree of minority and 49 women-owned business enterprise participation based, in part, on: 50 (I) the potential subcontract opportunities available in the prime 51 procurement contract; and 52 (II) the availability of certified minority and women-owned business 53 enterprises to respond competitively to the potential subcontract oppor- 54 tunities; 55 (D) A requirement that the commission provide a current list of certi- 56 fied minority business enterprises to each prospective contractor;A. 8126 25 1 (E) Provisions relating to joint ventures, under which a bidder may 2 count toward meeting its minority business enterprise participation 3 goal, the minority and women-owned business enterprise portion of the 4 joint venture; 5 (F) Provisions under which the commission may waive obligations of the 6 contractor relating to minority and women-owned business enterprise 7 participation after a showing of good faith efforts to comply with the 8 requirements of this subdivision; 9 (G) A requirement that the commission verify that minority and women- 10 owned business enterprises listed in a successful bid are actually 11 participating to the extent listed in the project for which the bid was 12 submitted; 13 (H) In the implementation of this section, the commission shall: 14 (I) consider, where practicable, the severability of construction 15 projects and other bundled contracts; 16 (II) implement a program that will enable the commission to evaluate 17 each contract to determine the appropriateness of the goal pursuant of 18 this subparagraph; 19 (III) consider compliance with the requirements of any federal law 20 concerning opportunities for minority and women-owned business enter- 21 prises which effectuates the purpose of this section; and 22 (IV) consult any relevant disparity studies conducted pursuant to the 23 laws of New York or New Jersey. 24 (9) A listing of the types of provisions to be contained in procure- 25 ment contracts, including provisions concerning the nature and monitor- 26 ing of the work to be performed, the use of commission supplies and 27 facilities, the use of commission personnel and any other provisions. 28 (10) Provisions regarding procurement contracts which involve former 29 officers or employees of the commission. 30 (11) Procedures regarding procurement contracts which are exempt from 31 the publication requirements of article 4-C of New York's economic 32 development law. 33 (12) Policies to promote the participation by business enterprises and 34 residents of the state of New York and the state of New Jersey in 35 procurement contracts, including, but not limited to: 36 (A) providing for the commission to collect and to consult the spec- 37 ifications of New York state and New Jersey business enterprises in 38 developing specifications for any procurement contract for the purchase 39 of good, where possible, practicable, feasible and consistent with open 40 bidding, except for procurement contracts for which the commission would 41 be expending funds received from states other than New York or New 42 Jersey. The commission shall, where feasible, make use of the stock item 43 specification forms prepared by the New York commissioner of general 44 services, and where necessary, consult with the New York commissioner of 45 the office of general services, in developing such specifications and 46 make such determinations; and 47 (B) with the cooperation of the New York department of economic devel- 48 opment and through cooperative efforts with contractors, providing for 49 the notification of New York state and New Jersey business enterprises 50 of opportunities to participate as subcontractors and suppliers on 51 procurement contracts let by the commission in an amount estimated to be 52 equal to or greater than $1,000,000 and promulgating procedures which 53 will ensure compliance by contractors with such notification. Once 54 awarded the contract such contractors shall document their efforts to 55 encourage the participation of New York state or New Jersey business 56 enterprises as suppliers and subcontractors on procurement contractsA. 8126 26 1 equal to or greater than $1,000,000. Documented efforts by a successful 2 contractor shall consist of and be limited to showing that such contrac- 3 tor has (I) solicited bids, in a timely and adequate manner, from New 4 York state or New Jersey business enterprises including certified minor- 5 ity and women-owned businesses, or (II) contacted the New York state 6 department of economic development to obtain listings of New York state 7 business enterprises, or (III) placed notices for subcontractors and 8 suppliers in newspapers, journals and other trade publications distrib- 9 uted in New York state or New Jersey, or (IV) participated in bidder 10 outreach conferences. If the contractor determines that New York state 11 or New Jersey business enterprises are not available to participate on 12 the contract as subcontractors or suppliers, the contractor shall 13 provide a statement indicating the method by which such determination 14 was made. If the contractor does not intend to use subcontractors on the 15 contract, the contractor shall provide a statement verifying such 16 intent; and 17 (C) except for procurement contracts for which the commission would be 18 expending funds received from another state, the commission shall 19 include in all bid documents provided to potential bidders a statement 20 that information concerning the availability of New York state subcon- 21 tractors and suppliers is available from the New York state department 22 of economic development, which shall include the directory of certified 23 minority and women-owned businesses, and it is the policy of New York 24 state to encourage the use of New York state subcontractors and suppli- 25 ers, and to promote the participation of minority and women-owned busi- 26 nesses where possible, in the procurement of goods and services; and 27 (D) with the cooperation of the community services division of the New 28 York department of labor and through cooperative efforts with contrac- 29 tors, providing for the notification of New York state residents of 30 employment opportunities arising in New York state out of procurement 31 contracts let by the commission in an amount estimated to be equal to or 32 greater than one million dollars; and promulgating procedures which will 33 ensure compliance by contractors with such notification by requiring 34 contractors to submit post-award compliance reports documenting their 35 efforts to provide such notification through listing any such positions 36 with the community services division, or providing for such notification 37 in such manner as is consistent with existing collective bargaining 38 contracts or agreements; and 39 (E) including in each set of documents soliciting bids on procurement 40 contracts to let by the commission a statement notifying potential 41 bidders located in foreign countries that the commission may assign or 42 otherwise transfer offset credits created by such procurement contract 43 to third parties located in New York state; providing for the assignment 44 or other form of transfer of offset credits created by such procurement 45 contracts, directly or indirectly, to third parties located in New York 46 state, in accordance with the written directions of the New York commis- 47 sioner of economic development; and providing for the corporation to 48 otherwise cooperate with the department of economic development in 49 efforts to get foreign countries to recognize offset credits assigned or 50 transferred to third parties located in New York state created by such 51 procurement contracts; and 52 (F) promulgating procedures which will ensure compliance with the 53 federal equal employment opportunity act of 1972 (P.L. 92-261), as 54 amended, by contractors of the corporation. 55 (13) For the purposes of this subdivision, (A) "New Jersey business 56 enterprise" means a business enterprise, including a sole proprietor-A. 8126 27 1 ship, partnership, or corporation, which offers for sale or lease or 2 other form of exchange, goods which are sought by the commission and 3 which are substantially manufactured, produced or assembled in New 4 Jersey, or services which are sought by the commission and which are 5 substantially performed within New Jersey. 6 (B) "New Jersey resident" means a natural person who maintains a 7 fixed, permanent, and principal home located within New Jersey and to 8 which such person, whenever temporarily located, always intends to 9 return. 10 (C) "New York resident" means a natural person who maintains a fixed, 11 permanent and principal home located within New York state and to which 12 such person, whenever temporarily located, always intends to return. 13 (D) "New York state business enterprise" means a business enterprise, 14 including a sole proprietorship, partnership, or corporation, which 15 offers for sale or lease or other form of exchange, goods which are 16 sought by the commission and which are substantially manufactured, 17 produced or assembled in New York state, or services which are sought by 18 the commission and which are substantially performed within New York 19 state. 20 (v) The commission shall have the power from time to time to amend 21 such procurement contract guidelines in accordance with the provisions 22 of this subdivision. 23 (vi) The commission, as part of the guidelines established pursuant to 24 this subdivision, shall establish policies regarding the preparation of 25 publicly available reports on procurement contracts entered into by such 26 corporation. Such policies shall provide, at the minimum, for the prepa- 27 ration of a report no less frequently than annually, summarizing 28 procurement activity by the commission for the period of the report, 29 including a listing of all procurement contracts entered into, all 30 contracts entered into with New York state and New Jersey business 31 enterprises and the subject matter and value thereof, all contracts 32 entered into with certified minority or women-owned business enterprises 33 and the subject matter and value thereof, all referrals made and all 34 penalties imposed pursuant to section 316 of the executive law, all 35 contracts entered into with foreign business enterprises, and the 36 subject matter and value thereof, the selection process used to select 37 such contractors, all procurement contracts which were exempt from the 38 publication requirements pursuant to the laws of one or both states. 39 (vii) The commission shall annually prepare and approve a report on 40 procurement contracts which shall include the guidelines, as specified 41 in this subdivision, an explanation of the guidelines and any amendments 42 thereto since the last annual report. Such report on procurement 43 contracts may be a part of any other annual report that the corporation 44 is required to make. 45 (viii) The commission shall annually submit its report on procurement 46 contracts to the governor of New York and the governor of New Jersey and 47 copies thereof to the New York senate finance committee, New Jersey 48 senate budget committee, the New York assembly ways and means committee, 49 and the New Jersey general assembly appropriations committee. The 50 commission shall make available to the public copies of its report on 51 procurement contracts upon reasonable request therefor. 52 (ix) Nothing contained in this subdivision shall be deemed to alter, 53 affect the validity of, modify the terms of or impair any contract or 54 agreement made or entered into in violation of, or without compliance 55 with, the provisions of this section.A. 8126 28 1 (h) Comptroller approval of contracts. (i) Except as set forth in 2 subparagraph (iii) of this paragraph, where the comptroller of the state 3 of New York or the comptroller of the state of New Jersey determines 4 pursuant to his or her authority to supervise the accounts of the 5 commission, that contracts or categories of contracts in excess of 6 $1,000,000 (1) to be awarded by the commission to a single source, a 7 sole source or pursuant to any other method of procurement that is not 8 competitive, or (2) which are to be paid in whole or in part from monies 9 appropriated by each respective state to the commission for such 10 contractual expenditure, require supervision in the form of prior review 11 and approval of such contracts, and the comptroller of the state of New 12 York or the comptroller of the state of New Jersey so notifies the 13 commission of such determination, then any such contract entered into 14 subsequent to such notification shall be submitted to the respective 15 comptroller of the state of New York or the comptroller of the state of 16 New Jersey for his or her approval and shall not be a valid enforceable 17 contract unless it shall first have been approved by the respective 18 comptroller of the state of New York or the comptroller of the state of 19 New Jersey. Such notification shall identify the process for submission, 20 the categories of contracts at issue and the time period for which such 21 submission is to take place. The comptroller of the state of New York 22 and the comptroller of the state of New Jersey shall promulgate such 23 rules and regulations as may be necessary to carry out his or her 24 responsibilities under this paragraph, including but not limited to the 25 standards for determining which contracts will be subject to his or her 26 review and for approving such contracts. 27 (ii) Where the comptroller of the state of New York or the comptroller 28 of the state of New Jersey, pursuant to subparagraph (i) of this para- 29 graph, has notified the commission that any contract or category of 30 contracts shall be subject to his or her approval, the commission shall 31 include or cause to be included in each such contract a provision 32 informing the other party that such contract is subject to the comp- 33 troller of the state of New York or the comptroller of the state of New 34 Jersey's approval pursuant to the respective comptroller's authority to 35 supervise the accounts of the commission. If the comptroller of the 36 state of New York or the comptroller of the state of New Jersey has not 37 approved or disapproved any contract subject to his or her approval 38 within ninety days of submission to his or her office, such contract 39 shall become valid and enforceable without such approval. 40 (iii) This paragraph shall not apply to: (1) contracts entered into 41 for the issuance of commercial paper or bonded indebtedness, other than 42 contracts with the state of New York or the state of New Jersey provid- 43 ing for the payment of debt service subject to an appropriation; (2) 44 contracts of purchase or sale of energy, electricity or ancillary 45 services made by the commission on a recognized market for goods, 46 services, or commodities in question in accordance with standard terms 47 and conditions of purchase or sale at a market price; (3) contracts for 48 the purchase, sale or delivery of power or energy, fuel, costs and 49 services ancillary thereto, or financial products related thereto, with 50 a term of less than five years; and (4) contracts entered into for the 51 procurement of goods, services or both goods and services made to meet 52 emergencies arising from unforeseen causes or to effect repairs to crit- 53 ical infrastructure that are necessary to avoid a delay in the delivery 54 of critical services that could compromise the public welfare. 55 (iv) The provisions of this paragraph shall not grant or diminish any 56 power or right to review contracts beyond or from that which the comp-A. 8126 29 1 troller of the state of New York or the comptroller of the state of New 2 Jersey may have pursuant to his or her authority. If any provisions of 3 this section or its application to any person or circumstance is held 4 invalid by a court of last resort, then this subdivision shall be deemed 5 to be invalid in its entirety. 6 11. Subsidiaries of the commission. (a) The commission shall provide 7 notice to the governor of each state, the majority leader of each house 8 of the legislature of each state, the chair of the senate finance 9 committee of New York, the chair of the senate budget and appropriations 10 committee of New Jersey, the chair of the assembly ways and means 11 committee of New York, and the chair of the assembly budget committee of 12 New Jersey that it will be creating a subsidiary no less than 60 days 13 prior to the formation of the subsidiary. 14 (b) The creation of a subsidiary corporation shall be approved by the 15 board of commissioners. 16 (c) Within 60 days of the effective date of this act, and on or before 17 the first day of January of each year annually thereafter, any subsid- 18 iary corporation, in cooperation with the commission, shall provide to 19 the governor and legislature of each state a report on the subsidiary 20 corporation. The report shall include for each subsidiary: 21 (i) The complete legal name, address, and contact information of the 22 subsidiary; 23 (ii) The structure of the organization of the subsidiary, including 24 the names and titles of each of its members, directors, and officers, as 25 well as a chart of its organizational structure; 26 (iii) The complete bylaws and legal organization papers of the subsid- 27 iary; 28 (iv) A complete report of the purpose, operations, mission, and 29 projects of the subsidiary; and 30 (v) Any other information the subsidiary corporation deems important 31 to include in the report. 32 (d) Sixty days prior to the issuance of any debt by the subsidiary 33 corporation, or the commission on behalf of the subsidiary corporation, 34 the commission shall in addition to any other requirements concerning 35 the issuance of debt by the commission, provide notice to the governor 36 of each state, the majority leader of each house of the legislature of 37 each state, the chair of the senate finance committee of New York, the 38 chair of the senate budget and appropriations committee of New Jersey, 39 the chair of the assembly ways and means committee of New York, and the 40 chair of the assembly budget committee of New Jersey. For purposes of 41 this section, as applicable to New York state "majority leader" shall 42 mean the speaker of the assembly of the New York state legislature or 43 temporary president of the senate of the New York state legislature. For 44 purposes of this section, as applicable to the state of New Jersey 45 "majority leader" shall mean the president of the senate or the speaker 46 of the general assembly of the state of New Jersey. 47 12. (a) Disposition of property by the commission. (i) Any sale of 48 real property by the commission shall be undertaken and conducted pursu- 49 ant to the provisions of the existing laws governing the sale of real 50 property by the commission in the state in which such real property is 51 located and by approval of the board of commissioners. 52 (ii) No disposition of real property, or any interest in real proper- 53 ty, shall be made unless an appraisal of the value of such real property 54 has been made by an independent appraiser and included in the record of 55 the transaction, and, provided further, that no disposition of any other 56 real property, which because of its unique nature or the unique circum-A. 8126 30 1 stances of the proposed transaction is not readily valued by reference 2 to an active market for similar real property, shall be made without a 3 similar appraisal. 4 (iii) Disposal of real property for less than fair market value. No 5 property owned, leased, or otherwise in the control of the commission 6 may be sold, leased, or otherwise alienated for less than its fair 7 market value unless: 8 (1) the transferee is a government or other public entity, and the 9 terms and conditions of the transfer require that the ownership and use 10 of the real property will remain with the government or any other public 11 entity; or 12 (2) the purpose of the transfer is within the purpose, mission, or 13 governing statute of the commission and a written determination is made 14 by the board of commissioners that there is no reasonable alternative to 15 the proposed below-market transfer that would achieve the same purpose 16 of such transfer, prior to board approval of such a transfer. 17 (iv) The board of commissioners shall adopt, within six months of the 18 effective date of this act, appropriate rules and regulations concerning 19 disposition, acquisition, and transfer of real property or any interest 20 in real property by the commission which shall, at a minimum, include a 21 requirement that the following information be made available to the 22 board of commissioners at the meeting where approval of such a disposi- 23 tion, acquisition or transfer is scheduled: 24 (1) a full description of the property; 25 (2) a description of the purpose of the disposition, acquisition, or 26 transfer; 27 (3) a statement of the value to be received from such a disposition, 28 acquisition, or transfer; 29 (4) the names of any private parties participating in the disposition, 30 acquisition, or transfer; and 31 (5) in the case of a property disposition for less than fair market 32 value, an explanation and a written determination by the board of 33 commissioners that there is no reasonable alternative to the proposed 34 below-market value that would achieve the same purpose of such disposi- 35 tion. 36 (v) Not less than 10 days in advance of any meeting of the board of 37 commissioners of the commission at which the board of commissioners is 38 to consider an action to authorize the sale of real property owned by 39 the commission, the chief executive officer of the commission shall 40 provide public notice of such proposed action along with relevant mate- 41 rial terms and provisions of such sale including, but not limited to, 42 the information made available pursuant to paragraph (b) of this subdi- 43 vision, by posting on the port authority's website. 44 (vi) The chief executive officer may authorize or arrange for 45 contracts for the sale of personal property owned by the commission upon 46 such terms and conditions as the chief executive officer may deem proper 47 and execute the same on behalf of the commission where the value of such 48 personal property is not in excess of $1,000,000; provided, however, 49 that personal property valued at more than $250,000 shall not be sold by 50 authority of the chief executive officer other than to the highest 51 bidder after public advertisement. Where the value of such personal 52 property is in excess of $1,000,000, the sale of such property must be 53 authorized by the board of commissioners of the commission upon such 54 terms as the board of commissioners may deem proper.A. 8126 31 1 (vii) The commission may retain brokers or third-party vendors that 2 facilitate online auctions, or assist in disposing of surplus real and 3 personal property of the port authority. 4 (b) Capital plan. (i) The commission shall adopt a 10-year capital 5 plan that is developed using a comprehensive planning process and risk- 6 based prioritization that considers asset condition, operational and 7 revenue impact, threat assessment, customer service, regional benefit, 8 and regulatory or statutory requirements. The capital plan shall be 9 dependent upon the availability of sufficient funding and other 10 resources to pursue the capital projects proposed for the 10-year peri- 11 od. Performance progress and revisions to reflect changes in programs, 12 policies, and projects and the environment in which the commission oper- 13 ates shall be reviewed regularly by a committee designated by the board 14 of commissioners, and the capital plan shall be revised periodically as 15 necessary and appropriate, and shall be reviewed with the board of 16 commissioners annually. The commission shall publish an annual report on 17 the status of the capital program and such report shall be made publicly 18 available on the commission's website. Prior to adoption of a capital 19 plan, the commission shall make the proposed plan available for public 20 review and comments on its public website for at least four weeks prior 21 to approval, and all comments received by the commission are to be 22 distributed to the board of commissioners for review prior to consider- 23 ation of the capital plan. 24 (ii) The commission shall also provide that major capital projects are 25 monitored by independent engineering consultants. The independent 26 consultants shall prepare annual reports to be provided to the board and 27 made available to the public. The annual reports prepared by independent 28 consultants shall include, but not be limited to, a comparison of actual 29 and target performance measures including, but not limited to, costs and 30 construction schedules, and a narrative explanation of any discrepancy 31 thereof. For the purposes of this subdivision: "major capital project" 32 means an undertaking or program for the acquisition, creation, or devel- 33 opment of any crossing, transportation facility, or commerce facility or 34 any part thereof, with an estimated total project cost in excess of 35 $500,000,000. 36 (iii) No less than 60 days prior to any board adoption of a capital 37 plan, as described in paragraph (a) of this subdivision, or any major 38 revision of the last adopted capital plan, the commission shall: (1) 39 notify the assembly and senate of the New York state legislature and the 40 general assembly and senate of the New Jersey state legislature of its 41 intention to adopt a capital plan, or any major revision of the last 42 adopted capital plan; (2) submit to the assembly and senate of the New 43 York state legislature and the general assembly and senate of the New 44 Jersey state legislature the proposed capital plan, or any proposal 45 constituting a major revision of the last adopted capital plan, for 46 review by each state legislature; and (3) make the proposed capital 47 plan, including any proposal constituting a major revision of the last 48 adopted capital plan, publicly available on the commission website. In 49 either case, the notice shall recite the major elements of the capital 50 plan to be adopted. 51 (iv) Within 60 days of the notice provided in this paragraph, the 52 commission shall conduct a public hearing about the capital plan or any 53 major revision thereof in New York state and in the state of New Jersey. 54 (v) The commission shall conduct a status update public hearing in New 55 York state and in the state of New Jersey at least once every three 56 years after the adoption of the capital plan by the commission. SuchA. 8126 32 1 public hearing shall be known as "capital status update hearing" and at 2 such hearing the commission shall provide in detail a written 3 description of the status of all capital plan projects and the costs and 4 the expected costs of those projects. At such public hearing, the 5 commission shall provide a financing plan that identifies the source of 6 funding for each project. The commission shall provide an analysis that 7 compares actual and target performance measures, and a detailed written 8 explanation of any discrepancy thereof at the public hearing. 9 (c) Operating budget. The commission shall prepare a detailed annual 10 operating budget beginning with the fiscal year commencing after the 11 effective date of this act. A preliminary annual operating budget shall 12 be made publicly available on the commission's website in July of every 13 fiscal year and a final annual operating budget shall be made publicly 14 available in February of each fiscal year. 15 13. Exemption from taxes, local laws. (a) The commission shall be 16 performing essential governmental functions in exercising its powers and 17 functions and in carrying out the provisions of this act and of any law 18 relating thereto, and shall not be required to pay any taxes or assess- 19 ments of any character, levied by either state or any local government 20 thereof, upon any of the property used by it or its agents or contrac- 21 tors for the facilitation of the Gateway Program, or any income or 22 revenue therefrom, including any profit from a sale, lease or exchange, 23 or in connection with the transfer thereof or of any real property 24 interest therein. Any bonds or other securities or obligations issued 25 by the commission, their transfer and the interest paid thereon or 26 income therefrom, including any profit from a sale or exchange, shall at 27 all times be free from taxation by either state or any subdivision ther- 28 eof. 29 (b) The commission shall, as a matter of policy, conform to the enact- 30 ments, ordinances, resolutions and regulations of the respective states 31 and local governments where the Gateway Program is located in regard to 32 the construction and maintenance of the Gateway Program and in regard to 33 health and fire protection which would be applicable if the commission 34 were a private corporation, to the extent that the commission finds it 35 practicable to do so, without interfering with, impairing or affecting 36 the efficiency of its purposes under this act, or its ability to effec- 37 tuate the Gateway Program upon a self-supporting basis, or its obli- 38 gations, duties and responsibilities to the two states, its bondholders, 39 if any, and the general public, but the decision of the commission as to 40 whether it is practicable so to do shall be controlling. To that end, 41 the commission shall submit copies of plans and specifications for 42 buildings and structures to the appropriate state and local government 43 officials and shall consult with them with respect thereto, and shall 44 receive their comments and suggestions thereon, but the commission shall 45 make the final determination as to which comments and suggestions to 46 accept in effectuating the Gateway Program. 47 14. Cooperation with governmental entitles. Notwithstanding any other 48 provision of state, general, special, charter or local law to the 49 contrary, each state and local government, any agency, instrumentality, 50 department, commission or authority thereof and any bi-state agency are 51 hereby authorized and empowered to cooperate with, aid and assist the 52 commission in effectuating the provisions of this act, as it may be 53 amended or supplemented hereafter. 54 15. Consent to suit, actions, or proceedings. Upon the concurrence of 55 the state of New York, the state of New Jersey, and the state of New 56 York consent to suits, actions or proceedings of any form or nature atA. 8126 33 1 law, in equity or otherwise including proceedings to enforce arbitration 2 agreements, against the commission, and to appeals therefrom and reviews 3 thereof, except as hereinafter provided. The foregoing consent does not 4 extend to (a) suits, actions or proceedings upon any causes of action 5 whatsoever accruing before the effective date of this act; (b) suits, 6 actions or proceedings upon any causes of action whatsoever, upon, in 7 connection with, or arising out of any contract, express or implied, 8 entered into or assumed by or assigned to the commission before the 9 effective date of this act (including any supplement to, or amendment, 10 extension or renewal of any such contract, even if such supplement, 11 amendment, extension or renewal is made on or after the effective date 12 of this act), regardless of whether such cause of action accrued before 13 or after that date; (c) civil suits, actions or proceedings for the 14 recovery of statutory penalties; and (d) suits, actions or proceedings 15 for judgments, orders or decrees restraining, enjoining or preventing 16 the commission from committing or continuing to commit any act or acts, 17 other than suits, actions or proceedings by the attorney general of New 18 Jersey or by the attorney general of New York, each of whom is hereby 19 authorized to bring such suits, actions or proceedings in his or her 20 discretion on behalf of any person or persons whatsoever who requests 21 him or her to do so, except in the cases otherwise excluded by this act; 22 provided, that in any such suit, action or proceeding, no judgment, 23 order or decree shall be entered except upon at least two days' prior 24 written notice to the commission of the proposed entry thereof. 25 The commission shall be immune from liability in the state of New 26 Jersey in the same manner and to the same extent as is the state of New 27 Jersey under the provisions of the "New Jersey Tort Claims Act," 28 N.J.S.59:1-1 et seq., and the "New Jersey Contractual Liability Act," 29 N.J.S.59:13-1 et seq. 30 The commission shall be immune from liability as though it were the 31 state of New York, except to the extent that such immunity is waived by 32 the state of New York under section 8 of the New York Court of Claims 33 Act. 34 16. Dissolution. (a) The commission shall dissolve on the first day of 35 the thirty-sixth month following the completion of the Gateway Program, 36 provided that plans have been adopted for the transfer of the component 37 projects of the Gateway Program to appropriate agencies, instrumentali- 38 ties, or entities, which shall include repayment of or an arrangement 39 for the full repayment of any bonds or other securities issued and any 40 other debt incurred for Gateway Program purposes without impairment of 41 the creditworthiness of either state and that any receiving agency, 42 instrumentality, or entity enters into an agreement concerning responsi- 43 bility for maintenance and upkeep of the relevant component project, and 44 further provided that Amtrak is not unduly prejudiced by such dissol- 45 ution. 46 (b) The governor of New Jersey and the governor of New York may joint- 47 ly determine that dissolution of the commission on the first day of the 48 thirty-sixth month is impractical and may jointly agree to delay the 49 dissolution until the first day of the forty-eighth month following 50 completion of the Gateway Program to resolve any issues concerning 51 transfer or any component projects or resolution of any outstanding debt 52 or to remedy any undue prejudice to Amtrak resulting from dissolution at 53 an earlier date. 54 (c) The commission shall not remain in existence beyond the first day 55 of the forty-eighth month following completion of the Gateway Program.A. 8126 34 1 (d) In the event that the commission is dissolved or transferred 2 pursuant to this subdivision, any officer or employee of the commission 3 shall be eligible for such transfer and appointment, in accordance with 4 the provisions of section 70 of the New York civil service law without 5 further examination. Any such officers or employees so transferred to 6 the commission pursuant to this section, who are members of or benefit 7 under any existing pension or retirement fund or system, shall continue 8 to have all rights, privileges, obligations and status with respect to 9 such fund or system as are now prescribed by law. Nothing set forth in 10 this subdivision shall be construed to impede, infringe or diminish the 11 rights and benefits that accrue to employees and employers through 12 collective bargaining agreements, impact or change an employee's member- 13 ship in a bargaining unit, or otherwise diminish the integrity of the 14 collective bargaining relationship. 15 17. Amendment to agreement. The provisions of this agreement may be 16 amended, altered, supplemented, or repealed from time to time by the 17 action of the legislature of either state concurred in by the legisla- 18 ture of the other. For the purposes of this subdivision, "this agree- 19 ment" means subdivisions one through eighteen of this act. 20 18. Severability. If any provision of this act or the application 21 thereof to any person or circumstance is held invalid, including as not 22 in accordance with federal law or federal constitutional requirements, 23 such invalidity shall not affect other provisions or applications of 24 this act which can be given effect without the invalid provision or 25 application and to this end the provisions of this act are declared to 26 be severable. 27 § 3. Paragraph (a) of subdivision 5 of section 209 of the civil 28 service law, as added by chapter 929 of the laws of 1986, is amended to 29 read as follows: 30 (a) In the event that the board certifies that a voluntary resolution 31 of the contract negotiations between either (i) the New York city trans- 32 it authority (hereinafter referred to as TA-public employer) and the 33 public employee organization certified or recognized to represent the 34 majority of employees of such TA-public employer, or (ii) the metropol- 35 itan transportation authority, including its subsidiaries, the New York 36 city transit authority, including its subsidiary, and the Triborough 37 bridge and tunnel authority (all hereinafter referred to as MTA-public 38 employer) and a public employee organization certified or recognized to 39 represent employees of such MTA-public employer not subject to the 40 jurisdiction of the Federal Railway Labor Act and not subject to the 41 provisions of subparagraph (i) [hereof] of this paragraph, which has 42 made an election pursuant to paragraph (f) of this subdivision, or (iii) 43 the gateway development commission and the public employee organization 44 certified or recognized to represent employees of such commission, 45 cannot be effected, or upon the joint request of the TA-public employer 46 [or], the MTA-public employer (hereinafter jointly referred to as public 47 employer) or the gateway development commission and any such affected 48 employee organization, such board shall refer the dispute to a public 49 arbitration panel, consisting of one member appointed by the public 50 employer, one member appointed by the employee organization and one 51 public member appointed jointly by the public employer and employee 52 organization who shall be selected within ten days after receipt by the 53 board of a petition for creation of the arbitration panel. If either 54 party fails to designate its member to the public arbitration panel, the 55 board shall promptly, upon receipt of a request by either party, desig- 56 nate a member associated in interest with the public employer or employ-A. 8126 35 1 ee organization he is to represent. Each of the respective parties is to 2 bear the cost of its member appointed or designated to the arbitration 3 panel and each of the respective parties is to share equally the cost of 4 the public member. If, within seven days after the mailing date, the 5 parties are unable to agree upon the one public member, the board shall 6 submit to the parties a list of qualified, disinterested persons for the 7 selection of the public member. Each party shall alternately strike 8 from the list one of the names with the order of striking determined by 9 lot, until the remaining one person shall be designated as public 10 member. This process shall be completed within five days of receipt of 11 this list. The parties shall notify the board of the designated public 12 member. The public member shall be chosen as chairman. 13 § 4. Subdivisions 1, 2 and 3 of section 14-c of the transportation 14 law, as added by chapter 639 of the laws of 1971, are amended to read as 15 follows: 16 1. The department of transportation may cooperate and contract with 17 the national railroad passenger corporation or if deemed necessary, 18 desirable or convenient by the commissioner to facilitate the purposes 19 of this section, with the gateway development commission, the entity 20 established by a chapter of the laws of two thousand nineteen, to the 21 extent that such commission is so authorized to act under its authoriz- 22 ing statute, for any intercity rail passenger services deemed necessary, 23 convenient or desirable by the commissioner, within the amounts avail- 24 able by appropriation therefor, as such services are made available 25 pursuant to the provisions of the rail passenger service act of nineteen 26 hundred seventy and any acts amendatory or supplemental thereto, subject 27 to the approval of the director of the budget or pursuant to reimburse- 28 ment available from the gateway development commission, any railroad 29 company, any other state or agency, the federal government, any public 30 authority of this state or any other state or two or more states, or any 31 political subdivision or municipality of the state. Notwithstanding any 32 inconsistent law, general, special or local, the commissioner, as funds 33 are made available for the purposes hereof, is hereby empowered to 34 contract with such corporation or commission and to do all other things 35 necessary, convenient or desirable on behalf of the state to secure the 36 full benefits available under and pursuant to such act and any other 37 federal act which provides funding for intercity rail passenger 38 services, and to contract and do all other things necessary as herein- 39 after provided on behalf of the state to effect [the] and facilitate 40 intercity rail passenger [service program] services which he determines 41 is necessary, convenient or desirable and the department of transporta- 42 tion may cooperate and contract with the gateway development commission 43 for passenger rail activities, to the extent that the gateway develop- 44 ment commission is so authorized to act under its authorizing statute, 45 provided, however, that the department of transportation shall only 46 contract with the gateway development commission if such contract is 47 approved by that commission's board of commissioners in accordance with 48 its authorizing statute. 49 2. The commissioner shall coordinate the intercity rail passenger 50 activities of the state and other interested public and private organ- 51 izations and persons to effectuate the purposes of this section and 52 shall have the responsibility for negotiating with the federal govern- 53 ment with respect to intercity rail passenger service programs. The 54 commissioner is authorized to enter into joint service agreements and 55 other agreements between the state and any railroad company, any other 56 state department or agency, the federal government, the Canadian govern-A. 8126 36 1 ment, any other state or agency or instrumentality thereof, any public 2 authority of this state or any other state or two or more states, or any 3 political subdivision or municipality of the state, relating to proper- 4 ty, buildings, structures, facilities, services, rates, fares, classi- 5 fications, dividends, allowances or charges (including charges between 6 intercity rail passenger service facilities), or rules or regulations 7 pertaining thereto, for or in connection with or incidental to transpor- 8 tation in part upon intercity rail passenger service facilities. Inter- 9 city rail passenger service facilities include the right of way and 10 related trackage, rails, cars, locomotives, or other rolling stock, 11 signal, power, fuel, communication and ventilation systems, power 12 plants, stations, terminals, tunnels, storage yards, repair and mainte- 13 nance shops, yards, equipment and parts, offices and other real estate 14 or personnel used or held for or incidental to the operation, rehabili- 15 tation or improvement of any railroad operating intercity rail passenger 16 service or to operate such service, including but not limited to build- 17 ings, structures, and rail property. 18 3. [The] Notwithstanding any other provision of law, general, special, 19 charter or local, the commissioner may on such terms and conditions as 20 he may determine necessary, convenient or desirable, establish, 21 construct, effectuate, operate, maintain, renovate, improve, extend or 22 repair any such intercity rail passenger service facility or any related 23 services and activities, or may provide for such by contract, lease or 24 other arrangement on such terms as the commissioner may deem necessary, 25 convenient or desirable with any agency, corporation or person, includ- 26 ing but not limited to any railroad company, any state agency, the 27 federal government, the Canadian government, any other state or agency 28 or instrumentality thereof, any public authority of this or any other 29 state or two or more states, or any political subdivision or munici- 30 pality of the state. 31 § 5. a. There shall be three commissioners of the Gateway Development 32 Commission appointed from this state, in accordance with section two of 33 this act, who shall each serve at the pleasure of the governor. 34 b. The three commissioners shall be appointed by the commissioner of 35 the department of transportation. 36 c. All vacancies in the office of commissioner of the Gateway Develop- 37 ment Commission shall be filled in the same manner as the original 38 appointment. 39 d. Each appointment to fill a vacancy occurring or existing by reason 40 of the expiration of a term, shall be for a term expiring on the first 41 day of July in the third year following the date of the expiration of 42 the term of the appointee's predecessor. Each appointment made to fill a 43 vacancy occurring or existing by reason other than the expiration of 44 term shall be for the unexpired portion of the term of the appointee's 45 predecessor. 46 e. All commissioners from this state shall continue to hold office 47 after the expiration of the terms for which they are appointed and until 48 their respective successors are appointed and qualified. No period 49 during which any such commissioner shall hold over shall be deemed to be 50 an extension of the commissioner's term of office for the purpose of 51 computing the date on which a successor's term expires. 52 f. Any commissioner from this state may be removed from office shall 53 be removable by the commissioner of the department of transportation, 54 for inefficiency, breach of fiduciary duty, neglect of duty or miscon- 55 duct in office, provided, however, that such member shall be given a 56 copy of the charges against him and an opportunity of being heard inA. 8126 37 1 person, or by counsel, in his or her defense upon not less than ten 2 days' notice. 3 g. The collective vote of the New York commissioners of the Gateway 4 Development Commission shall be determined by the affirmative vote of at 5 least two of the New York commissioners. 6 § 6. This act shall take effect immediately; provided however, that: 7 (a) section two of this act shall take effect upon the enactment into 8 law by the state of New Jersey of legislation having an identical effect 9 with this act, but if the state of New Jersey shall have already enacted 10 such legislation, this act shall take effect immediately; provided that 11 the state of New Jersey shall notify the legislative bill drafting 12 commission upon the occurrence of the enactment of the legislation 13 provided for in this act in order that the commission may maintain an 14 accurate and timely effective data base of the official text of the laws 15 of the state of New York in furtherance of effectuating the provisions 16 of section 44 of the legislative law and section 70-b of the public 17 officers law; and 18 (b) the amendments to subdivision 5 of section 209 of the civil 19 service law made by section three of this act shall not affect the expi- 20 ration of such subdivision and shall be deemed to expire therewith.
